Never Meant for This to Happen
by my love addiction
Summary: Two weeks after the Lizard incident, Peter stumbles across something that could be the key to his past. And Gwen's there, too while he tires to find himself, making him want to cave in on his promise to stay away. One thing's for sure, though: whether he keeps any promises or not, all of them turn his life upside down. Sometimes he wishes he had never promised her dad anything...
1. Chapter 1

**Okay, so I decided to write a whole other story instead of continuing from that one-shot I did. I thought it would be easier since I didn't really know how to continue on from that point. There are a few notes and personal touches to this story's plot besides the plot itself, and I will be having a few other people from the Marvel Superhero world come into play. I'm not positive if they are in the same universe, but I will just write them in anyway.**

**First note: setting takes place after movie. It is in the Amazing Spider-Man universe, so keep that in mind. I'm guessing that the movie took place around September – October, so I'm going to say this story starts end of October, around the 20****th****.**

**Second note: Gwen is a little darker. I didn't really like how her character was so openly-scholarly and nice. I wanted her to be more distant and rough. I'll say that she changed after her father died. Her grades stayed the same although she quit the debate team and she's quieter in class than usual. She makes snappy remarks to kids, and she gets a sarcastic tongue, too. She's really sweet to her family, although she doesn't hang out with them for very long, usually going to her room around 7 and not coming out for the rest of the night. You'll find out why.**

**Third note: when Peter turns eighteen, he'll receive everything his parents had, including their summer house, and a large sum of money. (His dad was a scientist. Scientists earn a lot of money)**

**Sorry for my rambling, I just had to put it in. Third person POV. Post-movie. AU, I guess.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

Superstitions are pieces of work. Some are too ridiculous to take seriously, while others make you watch your back every minute of your life. Peter Parker hates superstitions. He hates how they can make you feel dumb, or vulnerable, even in your best hour, and right now, he is feeling both of those things.

It was a simple thought he had as he sat on the ledge of some building's roof. Nothing, not even the scenery just begging to be captured with a camera, or the interesting sights down below him, could take his mind away from the one thing – or one _person_ – that he had been trying so hard not to think of. Exhaling heavily, he crossed his legs and just sat and watched for any sign of something violent, something bad, something out of the ordinary.

Nothing like that came.

So with a bitter voice in his head, he wished for some action. Even a simple car robbery on the other side of town would help divert his mind from that blonde hair that grew so long, now, or how she wore those skin-tight jeans…The wind in his face, even if it was diffused somewhat by his mask, would help him clear his head and focus on the objective.

Not a second later, his phone started talking. Police scanner radio chat blasted quietly through the small speaker, and he hurried to withdraw it from his belt to hear what it was saying.

'_We've got an armed street brawl in an alley off of 22__nd__ Avenue and West.' _a woman's voice said.

A moment later, a man's rough voice joined in. '_Alright, we'll dispatch a squad.'_

A street brawl? That's the kind of thing he liked. There wasn't a moment for stopping and thinking about someone you had to sit behind in classes every day; there was only punch after kick after punch you had to dodge. Your mind had to be quick and analyze your opponents' moves; your mind had to be in the zone. So he stuffed his cell phone back into his belt and backed up a few paces to get a running start. He lunged out into the night sky and flicked his wrist, grabbing hold of the steel-like thread that appeared suddenly from right below his hand. The other end of the thread clung to the building diagonal from the original building he sat at, allowing him to swing around the corner of it and fly off in the right direction of 22nd Avenue.

It was a rhythmic routine: flick his wrist and the next thread would come out, allowing him to swing from that one until it couldn't get him any farther. It's like he was Tarzan swinging through the jungle using his vines, except he was Spider-Man, swinging through New York City using webs that he shot out from the webbing device he made.

Luckily, 22nd Avenue wasn't far. He landed on top of a run-down apartment building, over-looking the alley the police scanner woman had been talking about. But there was no fight. No sort of disturbance tainted the dark alley; no object was out of place, the victim of being tossed to the side in a wild fight. Nothing. Cautiously, he had scaled down the side of the building, thanks to his gloves that allowed his 'spider-finger' stickiness access to things around him. He landed on the gravel silently, looking around to see if there were any hidden eyes blinking out at him, any knives protruding from around trash cans, but like before, there was nothing.

Suddenly, he was blinded; a bright fluorescent light came out of nowhere, causing him to cry out and shield his eyes. Inside his mask, he blinked as fast as he could, trying to get the weird, stinging sensation dulled down enough so he could get out of this alley. Then his sixth sense went off. Yeah, that's right; sixth sense. He got it, thanks to that one spider that crawled down his shirt. The sense was like a warning trigger, telling him something was wrong, or off. And something felt off, alright.

It was a set up. Someone had planned for him to come there. They must've known he was listening to the radio chatter, and created a fake fight to lure him to the alley. And he had a pretty good idea as to who organized it all.

He barely dodged the first dart, quickly moving his shoulder to get out of the way. His eye-sight was only partially with him, and he couldn't rely on his sixth sense fully. He used his ears to help hear from which direction the darts were coming from, but even that wasn't as reliable as his eyes. He spun around to dodge two coming from his right, and he jumped over another one he felt coming from behind him.

Finally, he could see enough to make out the forms of ten men surrounding the alley, all with dart guns angled straight at him. Oh, great. Not these guys again. Why couldn't the police just get it straight that he was trying to help them? Without thinking, he leaped from the ground to the wall of the apartment building. He climbed as fast as he could, but it wasn't enough. The police had shot at him, some darts sticking in the cracks and crevices of the old building, others falling to the ground after colliding with the bricks. But all it took was one good aim for him to get hit.

So here he is now, a dart in his leg and nowhere to go, police officers moving stealthily for him. His head still rang from the big hit he took after falling from the fourth floor. Things were swimming in and out of focus as the dart's toxin and his minor concussion took over his mind and body. He feels trapped, dumb, and vulnerable with the dark sticking out from behind his left leg. He had to get out of here…_he had to get out of here_.

But the only way out was…up. Using whatever strength he has left, he flicks both wrists, quickly grabbing onto both threads before using them as a slingshot to get him out of this mess. He flies through the air almost clumsily, his arms and legs moving like windmills. He can feel his eyes drooping as he slings through the expansive city of New York, but he can't stop and rest. He needs to get home; Aunt May needs him there in the morning so she won't have to worry and think that the other most important person in her life is gone.

And he can't do that to Aunt May. Not now, not ever.

By the time he stumbles up the front porch stairs, dressed in his street clothes, dart no longer in his leg, things are changing colors and moving through the air. He dodges a flower pot, then does a 180 turn to avoid someone's front door from crashing into him. He wrenches open his own door and flies through the hallway, bounding up the stairs as quick as his legs would take him. He didn't make it very far since the feeling in his legs was slowly vanishing. At the top of the stairs, he collapses, a large fit of laughter shaking his form. He tries to crawl, but he's laughing too hard to even move.

_What was in that dart?_ the coherent Peter thinks. The incoherent one can't give him an answer; he can't say anything due to the fact that all he sees is a kaleidoscope world…a very _interesting_ kaleidoscope world.

"Peter?" someone calls out from down the hall. He wants to respond but he can't, he's too busy trying to catch the flies in front of him.

"Oh, Peter!" the voice says, sounding as if they were right by his ear. Hey, he knows that voice.

"Hey, Aunt May," he slurs, eyes going cross-eyed as he zones in on the weird red, yellow, and orange bugs swarming around his head.

"Peter, are you drunk?"

"No," he hiccups.

Aunt May sighs. He hears her bend down beside him, hands fluttering over his body, unsure of where to grab.

"I can't pick you up; you're going to have to get to your bed on your own, alright? Can you do that for me, Peter?"

"Anything, Aunt May." He lets his eyes wander from the flies and sees her concerned face hovering above his. He groans and sits up, using one hand on the stairs' railing to help get him in a standing position. He giggles as he leans over the railing, looking down at the main floor's hallway.

"Oh no, you don't, Peter," his aunt says, taking him gently away from the railing and guiding him down the hall and into his bedroom. He feels funny. He feels as if all of the stress and pain he's ever felt has been lifted off of his shoulders and he's a free man, now. He doesn't even care if Aunt May knows he's Spider-Man.

"Hey, Aunt May…I have to tell you something…" he whispers as she helps him take off his jacket.

"What is it?" she says softly, humoring him.

"I'm…I'm the amazing Spider-Man." He laughs again and falls on top of his bed, head landing where his feet usually went. He feels his aunt taking off his sneakers, then his watch. He doesn't bother arguing with her, the sudden feeling of the warmth his blankets hold and how his pillow nurses the tender spot on his head taking over his usual wary mind when it came to someone else dealing with his webbing devices.

"That's nice, dear," she murmurs, tucking in the blankets around him. She looks down at him one last time before she leaves. His eyes are already closed, and his breathing has slowed down. Soon the pretty shapes and colors in his head all fades to black.

~ sm ~ sm ~ sm ~ sm ~

The sudden pounding in his head is what wakes him up. It's a massive, butt-kicking, throbbing pain just above his left eyebrow. He clamps a hand to it and massages furiously, trying fruitlessly to at least take the pain down a notch. He opens his eyes hesitantly, only to squeeze them shut as the bright light of the sun streaming in from his window invades the dark brown orbs. The sudden blinding reminds him of something. Something that happened last night…

And it all comes back to him. The police had set up a fake fight so they could catch and arrest him. He barely got out of it, but not without getting hit by…some sort of toxin. His first thought is that it's nitrous oxide. The funny feeling he had was similar to when he had to go to the dentist when he was ten and get three teeth pulled, but not before he had been exposed to what the dentists called 'laughing gas'. But there was something about the way he saw things differently, and his vision loss, that made him doubt his first theory.

Another theory came to mind, but it was ridiculous…or was it? Were the police capable of using neurotoxic darts? Maybe. And if they did, that means they had no problems with killing him. He shivers and pulls his blankets tighter around him. He knows enough science to remember that neurotoxins can cause permanent brain damage, along with the other side-effects he experienced such as the hallucinating and numbness in the arms and legs.

He knows now that he's not exactly peachy with the NYPD, even if their old boss had finally come around with him before. Instantly, he regrets thinking that. Just the very mention of the late Chief of Police, George Stacy, got his stomach churning and small tears burning his eyes. Within two months, he had experienced so many deaths, one even of his own uncle. George Stacy had been the death that pushed him over the edge, causing him to dream nearly every night about the lives he never saved or couldn't have saved.

Before, that kind of stuff didn't bother him, but after two weeks following Stacy's death, his nights have been filled with vivid dreams of people collapsing besides him left, right, and center. Including her. Including Stacy's daughter, Gwen. The dark side of him blamed it on Stacy, who had, as his last request, asked Peter to leave Gwen out of everything Peter would go through as result for taking up the title of 'Spider-Man'. The respectful part of him blamed it on himself for not obeying Chief Stacy's orders. He still made small-talk with Gwen, when necessary. She was nice enough to catch on that she knew he couldn't break her father's promise. So she stayed distant with him like he was with her.

God, he loved her. But he couldn't have her.

And the fact that he still acknowledges her makes him feel guilty, causing that respectful side of him to cower and whimper at the prospect of him disobeying the Chief's law. He hates that respectful side, but in a way, it's more of his conscious, so he needs it. Unfortunately.

After lying in his bed for who knows how long, he groans as he rolls out of it, and starts for the stairs. His head feels heavy, and every time his pants rake against the back of his leg, he winces. He can hear his aunt moving around in the kitchen, but she stops suddenly as he takes his first step on the old, rickety stairs. Did he mention he always found those creaky steps annoying? He closes his eyes, imagining all the possible things he might have said to Aunt May last night, since those details weren't coming to him just yet.

She must have thought he had been high or something. Great…just great.

He jumps the last two stairs, landing a little heavier than he normally would have landed after turning into a half-human, half-spider. He stumbles, then rights himself quickly, ambling off into the direction of the smell of soy sauce. It smells so good-

"Morning," he says quietly, moving to the cupboard to grab himself a glass. His Aunt doesn't say anything; instead she shifts something around in a large pan on top of the stove. He moves to the fridge as silently as possible, wishing with all his might that last night had just been a bad dream, a very bad dream.

"Morning?" she finally snorts, but the sound is far from comical. It's sarcastic, something he doesn't hear of often from the woman he feels is more of a mom to him than anyone else. He stiffens, and lifts his head up quickly, only to have his head hit the inside ceiling of the fridge. Rubbing his aching skull, he backs out of the refrigerator slowly, taking his time to stand up and turn to face his aunt.

Her face is a mask of slight annoyance and disappointment. He can feel his neck bending like it always did when Aunt May and Uncle Ben were upset with him. It was an instinct thing to do for him: bow your head in shame.

"It's almost five thirty at night, Peter. I would say it's hardly morning."

He nods slightly, keeping his eyes on the ground. There's a short stretch of silence before Aunt May sighs.

"Just...just go wash your hands. Dinner will be ready in a minute."

He lifts his head only high enough to let her hear his soft, "Yes, Aunt May," before setting down his empty glass on the dining room table and shuffling to the bathroom quietly. He runs his hands under the warm water for three minutes straight, just staring at the stream jetting out of the faucet. He has made her so upset, that's he's even more upset with himself.

He can hear her calling his name, and he swallows a large lump in his throat, avoiding eye contact with his reflection in the mirror. He sits down at the table next to her and waits for her to serve him like she usually does. She gives him his helpings with pursed lips, only relaxing after he bows his head again and thanks her graciously for the meal.

"You're welcome," she says gently.

It's very quiet for the first couple minutes of the meal. He finishes everything on his plate, then goes for more, although he doesn't really favor this meal completely. He just wants Aunt May to be happy, and eating all of her food was something that always made her day brighter.

When he's finished with his third helpings, she has noticeably cheered up. They still don't say anything to each other; at least not until he does the dishes. She sits at the small, one-seater kitchen table, newspaper flat on top of it. Her lips are pursed again as she reads, and from his quick, coveted glances at the headline, he can make a pretty good guess why.

"Can you believe this Spider-Man?" she mumbles, one hand beneath her chin. He drops the plate he was scrubbing and freezes as it makes a sharp _clang_ when it hits the metal of the sink. His aunt doesn't seem to notice his change of behavior, but goes on.

"He's very foolish, especially since the police are always after him…I wonder who he really is. And if his family knows. It says here that the police set up a fake crime to lure Spider-Man to the sight where they had professional S.W.A.T.s located. Apparently they were trying to 'capture the alleged vigilante, so as to keep him off of the streets to prevent him from getting in the way of the NYPD'. I guess he escaped, though…He's not very smart to be out doing those things with the police on his tail, but he is brave. We can't forget that he basically saved this whole town from that horrid scientist."

He feels as if he's supposed to speak, so he says the only thing that comes to his mind.

"Yeah," he croaks out, slowly picking up the plate and resuming cleaning it.

"He's a lot like you, Peter."

Oh, no. This was it. She knew. She _knew._

"Except," she continues, "you've been a lot more foolish recently than you normally were. Hell, you weren't even foolish before, but now...now you're just out of control."

Peter turns around sharply at his aunt's heated words. He was so busted.

"Really, Peter…when did all of this start?"

He opens his mouth, but nothing comes out. He's trapped, caught, confused, ashamed. There was no way out of it. This was a situation where the amazing Spider-Man couldn't get out of it.

"Where did you even get the…?" She trails off uncertainly, standing up to come near him and stare him down.

His mouth stays open and he croaks once before snapping it shut. Peter shrugs instinctively.

"You don't know?" Aunt May whispers. He tears his tear-filled eyes away from her tear-filled eyes, taking a sudden interest in the color of the wall.

"Can you at least tell me when all of the…drinking – er, started?"

His mouth falls open again as he fumbles for the correct words. Okay, so maybe he wasn't busted. To a degree.

"D-drinking?" he stutters.

"Yes, drinking," she says, crossing her arms uncomfortably.

"Aunt May, I'm not drinking. At all."

"Then what are you doing, Peter? You come home with bruises on your arms and cuts on your face; you're tired and worn out and last night…last night you were acting as if you were drunk, or intoxicated. So what was I supposed to think you've been doing? You come home at un-godly hours, all beaten up although you try and act like you're okay, which only screams at me that you are in fact drunk!"

"Aunt May, please don't be mad-"

"Don't be mad? Don't be mad? How can I not be mad, Peter? You're the only thing I have left; I don't want to lose you to drunk-driving or some fight with a switchblade!" She gives a shuddering breath before losing it. The tears come fast down her worn and creased face, dropping onto the floor one after the other. They stand a few feet apart from each other, tears flowing thickly from her eyes, tears lingering within his own. She sobs loudly before he takes her into his arms, muffling the sounds of her heavy breathing and cries.

They hug each other closely, heads resting on each other's shoulders. It takes a while for her to calm down, but when she does, she takes a step back from him.

"I just want you to make the right decisions so you can be safe and come home to me every night. That's all I ask. Promise me, Peter Parker." She holds his face between her hands to get him to look her in the eyes. He can't avoid her smothering gaze, and it pains him to see how red and wet they are.

"I know…I promise," he whispers. She pats his face clumsily before heading up the stairs, sniffling loudly. He understands that she wants to be alone, but he also understands that she needs him here – at least for tonight. So he doesn't pack up his bag for the night when he gets to his room; he doesn't slip on his suit under his street clothes. Instead, he flops down onto his bed, head in his hands, knowing that Aunt May would come later to check up on him. All thoughts of the neurotoxin out of his mind. All thoughts of Chief Stacy out of his mind. He can never really get _her_ out of his mind, but for the moment, he can.

Like every night, a sack-full of people will need him, but for tonight, only one will be saved.

**How'd you guys like it? Took a long time, let me tell you that. More to come soon, so don't worry. Please tell me what you thought of it. It means so much to me.**

**TeamSwiss737**


	2. Chapter 2

**Okay, here's chapter two. I'll make my author's note short since I took up a lot of time with the last one. Thank you to anyone who read. I'm not really concerned about the reviews, it just makes me feel good about myself when I read them. I really just want to post this story, even if no one reads it. I have an excellent plot lined up, and I promise it's gonna be good.**

**I've been doing some research on a lot of stuff which I hope will help make this story seem more realistic.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything having to do with The Amazing Spider-Man.**

True enough, his aunt comes into his room around nine that night. He pretends to be sleeping in his bed, although he feels more alert than ever. Aunt May tiptoes over to him quietly and tucks him in, much like the previous night. She gives him a quick kiss on the cheek and leaves, taking deep, calming breaths.

He doesn't move, even after his door clicks shut. Half of his mind is screaming at him to get out of here as soon as Aunt May falls asleep, throwing mental pictures at him about tall, muscular figures beating people unconscious, just because they wanted some money. His muscles coiled as if ready to spring out of bed and out his window. Screw the glass. But the other half of his mind calmed him down, giving out its own mental pictures, but this time of a weeping Aunt May as she discovers his bed empty after waking up suddenly in the middle of the night.

Very highly possible.

So, New York would just have to tolerate his absence tonight. A guy needed his sleep, and maybe this is his only chance to get some. After the Lizard incident, he's never quite slept the same. Mostly because of his dreams and impulsive instinct to be out saving people from the dangers the city that never sleeps has to offer. Spider-man needed his vacation days, so if he could please his aunt and catch some shut-eye for at least one night, he – and the rest of New York city – should be perfectly okay with it.

But he isn't. And he sure as hell knows New York isn't okay with it either.

His hands grip the sides of his bed, knuckles white, tendons sticking out. He has to stay here. New York will be okay without him for one night. Wasn't it just yesterday that he had begged for some action, since none had risen up to the challenge? Taking his time, he focuses on relaxing each part of his body. He starts with his toes, feeling them unclench. Then his legs; the knot in his right calf disappears. Then it's his stomach; it stops churning. Then comes his hands; they release his sheets and slide across the bed to come curl up next to his chest. And finally, his mind. He doesn't know how long it takes for his thoughts of his parents to slip away into darkness, but he appreciates that they did, anyway.

~ sm ~ sm ~ sm ~ sm ~

Breakfast the next morning is an awkward one. Aunt May serves him a pile of pancakes, flashing him a quick, sweet smile as she sets the plate down in front of him. He smiles back at her faintly. Although he's positive he got at least nine hours of sleep, he can't shake the feeling of exhaustion from his body. It takes a lot of will-power just to open his eyes, let alone move his legs.

"How was your sleep?" Aunt May asks quietly, wiping down the stove.

"Fine."

"Are you feeling better?"

"What?"

"Are you feeling better? You weren't really…fine Saturday night." She looks up from cleaning to give him a hard, critical stare. He blushes under her gaze, neck making that bowing motion, stomach clenching in guilt. He doesn't remember the hallucinations exactly, but he knows for sure that there was a point that he thought the pictures on the wall were laughing with him. He can only imagine how he reacted to this, and especially in his neurotoxin-filled state.

"Uh, yeah – yeah, I feel better."

"Good. Homework finished?"

Of course it was. He finished it while he sat waiting Saturday night.

"Yes."

"Alright then," she says softly, giving him a little wink. He grins at her before shoveling the food into his mouth. Aunt May turns on the little T.V. sitting on top of the counter; the Daily Bugle news comes on, showing a picture of a red-haired woman reporter standing in front of an old, crumbling building. Police tape blocks off the alley behind her, and people dressed in NYPD uniforms wander up and down it, stopping to look at something every few seconds.

"Police still can't find anything related to the masked vigilante known as Spider-Man when they lured and cornered him down this alley late last Saturday evening. No leftover DNA has been found, even after S.W.A.T. members have confirmed that he was indeed shot. Apparently Spider-Man wasn't harmed too badly, since he managed to 'sling-shot' himself from the alley, and disappear. Police officers scoured the area for him, thinking he might be hiding somewhere where he could recover from his wound since the dart he was shot with contained neurotoxin, a type of chemical that causes loss of vision, hallucination, and numbness of arms and legs."

_They forgot that they can also kill the brain_, he thinks bitterly.

"Unfortunately, Spider-Man was nowhere to be found. Back to you, Andy." The reporter smiles grimly, looking into the camera before the scene cuts and resumes back at the anchor desk.

"Oh, the poor thing…" Aunt May says unexpectedly, causing him to jump. "I just hope he's not out there alone." Peter looks up at her from his plate and she glances at him quickly.

"What?" she asks, shrugging her shoulders. "No one should have to deal with that kind of damage alone."

_Aunt May, you don't know the half of it._ He pushes his empty plate to the side, downing his orange juice. Why was he so hungry? He smacks his lips once and his aunt smiles at him, stepping around the kitchen island to pour him some more.

"I don't know; something tells me he's in good hands," he says slyly. She shrugs her shoulders again and mumbles something about work before leaving the kitchen for upstairs. After finishing his second glass, he grabs his bag and calls up to his aunt he's leaving for school, and will be back around four. He leaves through the front door, remembering to close it gently, and starts for the long walk to school. Usually, he'd be slinging himself from building to building, hidden in the shadows of them. It'd only take about five minutes, but today he feels as if he should lay-low.

The sky's a dark, ominous gray; clouds provide full coverage as far as the eye can see, granted you couldn't see much of the sky because of the looming skyscrapers. People pass him without a second glance, as if he's a normal person. But he's not a normal person. He's far from that; he's an outlaw. An outlaw with a mask, though.

Sprinkles fall from the clouds periodically as he walks to school. By the time he gets there, the top of his head is a little wet, and his shoulders feel damp. The grounds glisten with the soft rain and mist, but no one strolls through them. He hurries into the building with the rest of the kids, earning a few 'Hey!'s as he made his way to his locker. Thankful the same couple that always made out in front of his locker chose a new place to wrestle tongues, he opens his locker hurriedly, grabbing his books and slamming the door shut.

Flash slaps him on the back as he goes, sporting that same Spider-Man shirt he always wears once a week. He shoots him a grin, giving a simple two-fingered wave as they pass each other. His teacher looks up in surprise to see him standing in the classroom so early, even though the bell was about to ring any second.

"Mr. Parker," she says smoothly, returning her eyes to the papers she was grading before. "What brings you here so early?"

"Just sort of felt like it today, Ms. Ritter."

She glances up at him again with an amused and annoyed expression. Shaking her head ever so slightly, she purses her lips and gestures for him to take his seat. The bell rings, bringing in the last few students. He sits down in his seat, tapping his pencil subconsciously, noticing something was missing.

It isn't until she runs into the room ten minutes into class that he realizes Gwen had been the something missing from the picture. Her blonde head didn't partially block his view from the front of the class, and her black flats didn't tap the floor in front of her every few minutes. She's breathing heavily as she makes her way quickly to her seat. Before she slumps into her desk like she usually does, though, her eyes lock with his. They've locked eyes plenty of times in class, or in the halls, but in moments like those, his mind would float to the past…or a mere three weeks ago, when things were just perfect between the two of them.

But in this moment, there's something…frantic about the way she looks at him, making his defensive instincts kick in. Something is wrong; he can just feel it.

"Ms. Stacy, glad you could join us. Where's your pass?"

"Pass?" she repeats dazedly, back to the teacher as she continues to stare at him. The students around him start to notice how her eyes don't leave his, and he shifts uncomfortably in his seat, feeling his cheeks start to heat up.

"Yes, your excuse. Unless you'd like to be count as tardy?"

She finally turns around to face the teacher – though slowly – with a grimace on her face.

"Uh, I don't have a pass, but I have a good excuse."

"Oh, really?" the teacher asks, raising her eyebrows at her star-student.

"Yes," Gwen replies, collapsing into her seat, breathing still a little off. "I was at the police station; you could even call and ask." The room, which had been dead silent as soon as she burst through the door, buzzed to life. Constant whispering causes a soft humming noise that echoes throughout the room. The teacher frowns, but doesn't question any further. She tries to get the class's attention, but for the rest of the period, they aren't fully focused on the subject the teacher lectures about.

Everyone knows that Gwen Stacy turned a little rebellious after her father died; just by the way she remained silent in classes, or how she even dressed differently and spoke differently proved that she had changed from that good school-girl into a rebellious Chief of Police's daughter. Except the Chief of Police wasn't there anymore. So it's expected of her to do something she wouldn't have normally done if her father was still here, but never anything that would get her a run-in with the law.

Peter sits low in his seat, mind buzzing just like the room. Gwen wouldn't do anything stupid, would she? Sure, she might have gotten a little – er, darker, but that didn't mean she still wasn't that same Gwen that has a major soft-spot for punnett square homework. He knows she's still the same person, even if she is a little more distant with everyone than usual.

When the hour ends, she gets out of her desk quickly, practically flying out of the room, leaving behind a room full of gossiping teenagers. Some of them look at him curiously, obvious confusion all over their faces, but he feels as if he looks the same. Things weren't right with Gwen, and he needs to find out.

Chief Stacy's last words echo through his ears, but he tries to drown it out with loud thoughts about what Gwen might have been doing to get her into trouble. Maybe he should help her; Chief Stacy never said that he couldn't help her. He packs up his things and leaves almost as fast as Gwen did. When he enters the hall, he scans it up and down quickly to try and spot her. She's nowhere to be found, not even at her locker. He quickly goes to his own locker to put his stuff away, then makes his way to the gym where he's supposed to take pictures of the cheerleading squad.

"Parker," someone says from behind him. He turns instinctively, grimace on his lips, to face whoever it is. He goes into shock when he sees Gwen leaning against the wall directly behind him. Her lips are pursed to the side, wide, gray eyes narrowed slightly. She seems at ease, though her fingers twitch every few seconds.

"I need to talk to you," she says quietly, not noticing the way he's staring at her. She shoves one hand into the pocket of her black zip-up sweatshirt, the other playing with the antique necklace hanging just above the dip in her white V-neck.

"Y-you want to talk to me?"

A ghost of her old smile graces her lips before she looks away. "Yes, you. Your name's Peter Parker, isn't it?"

He nods stupidly, like a deer caught in headlights.

"Right. And I need to talk to you." She pushes off from the wall and walks towards him until they're two feet apart. "In private," she adds in a whisper. He freezes momentarily, a warning bell going off in his head; was she about to tell him something important? Finally, he nods and she smiles at him, the first smile he's seen from her in a while. Unexpectedly, she takes his hand, dragging him away from the gym entrance and down the now empty halls. She doesn't stop until they're outside of the school's front entrance, far enough where the cameras wouldn't be able to spot them.

He ducks his head when she lets go of his hand, feeling the heat in his face rise again. They stand there in silence, his shifting his feet, her staying motionless. Things are getting more awkward by the second.

"Peter, what the _hell_ happened?"

His head snaps up so fast, he worries he might have gotten whiplash from it. When he sees her face, his eyes go wide and he takes an involuntary step back, seeing how livid it was. But nothing shocks him more than the sight of the angry tears in her eyes.

"You could have died! You could have been arrested! Do you know what I had to do this morning? I had to go into the station and volunteer myself to help on the case for your arrest, just so I could get answers!" She throws up her hands and gives a small screech, inhaling and exhaling through her mouth quickly. He blinks at her, jaw falling open.

It takes a few minutes for her to calm down; she paces back and forth, shooting him a few glances. He can't get his voice to work – or his jaw either. Finally, after what felt like an extremely long and painful time, she stops and gives a shuddering breath, turning to face him. Her fingers twitch again before she stuffs her hands into the pockets of her sweatshirt, but she can't sit still and eventually slips her hands from the pockets and slaps them against her jeans.

He winces at the sound. She's obviously hurt. And upset. And angry. And confused. And heartbroken…

"Peter, what happened Saturday night?" Her voice is soft and raspy when she talks again. He avoids her eyes and kicks at a rock on the ground, watching with grim satisfaction as it goes sailing farther than it would have three months ago. He clears his throat, and looks up at her, making sure his face was blank.

"Nothing. I'm fine now, aren't I?"

"Peter-" she threatens.

He groans immaturely, shaking his shoulders up and down quickly. Her eyes flash and the corners of his lips twitch up in a half-smile, but she purses her lips tightly when he sees her expression.

"There's not much to tell. You've pretty much heard everything from the news."

"That's not what I mean," she says bluntly. "I want to know what happened after you got shot."

He moves as if to shrug his shoulders, but catches himself before he carries out the motion. It _is_ a big deal, even if he says it's not. He had been exposed to neurotoxins, and hasn't had any treatment since. His first thought of many had been to go to OsCorp. Maybe Dr. Connors could help him. But then, like everything else, the truth came crashing in on him. OsCorp had been shut down, though some big industry was taking over the building after it was repaired. The creator of OsCorp had died with no will, so the building had been handed over to the government.

And there was also the fact that Dr. Connors was in a mental hospital. So he, unfortunately, had to cross that option off of his list. Besides that, there wasn't anything else he could think of without giving himself away. Not much of a list.

Except here's Gwen. Here is the girl that's the only person ahead of him in classes. Here is the girl that shares his deep passion for science. Here is the girl that created the serum that saved all of New York. She can help him. _But he can't let her get involved._

"I know there's neurotoxin in the dart that got you…" she begins gently. "Peter, you need to get treated." She looks around at the grounds, the sun shining for the first time that day glinting off of her necklace. "I have some things. I – er, took them before we got shut down. I'm not positive that everything's there, but I know where to get the rest of it. Peter, you're hurt. And have a poison spreading through your body quickly-"

"I can handle myself just fine. Thanks, though."

"Please, let me help you, Peter. I know you're not invincible; no one is. Just…let me in once so I can help you. I don't want to lose you, Peter. Even if we never talk to each other after high school, I'll still be thinking about you." His heart starts hammering fast, but she ignores him and continues. "I'm sure my dad would allow this one thing."

He swallows and finally looks at her.

"I know," he whispers. She smiles, relief flooding her facial features. It's short-lived, though. "But I'm not allowing it." It pains him to do it, but he forces himself to turn from her, spinning almost clumsily on his heel. He walks away as fast as he can without hurting her, but he knows he already has. At least he can keep his promise, though.

~ sm ~ sm ~ sm ~ sm ~

Four days pass after his encounter with Gwen. He had avoided her for the rest of the week, and luckily, she avoided him, too. He could always feel her gaze on him, though, but never met it once, in fear that his carefully guarded walls around his heart would crumble.

He used his webs to get him home today, leaving him with an hour to himself before his aunt comes home from work. He dumps his backpack next to the stairs and heads straight for the kitchen, going through cupboards and the fridge for some food. Lately, he's been hungry. Extremely hungry. And tired, too. He started patrolling the streets again Monday night, and the little sleep he's had since then has been kicking his butt. Feeling like a good nap after he eats, he wanders over to the couch and flops down onto it, plate of leftover banana bread balanced on his forearm while one hand holds a glass of milk, and the other grasps the remote. He flips the television on, clicking through the channels until he finds something suitable enough, then relaxes into the cushions, eyes drooping already…

He wakes at the sound of pots clanging against each other. The empty plate of banana bread gets tossed into the air as well as the empty glass of milk as he leaps from the couch. His fingertips find the ceiling, and the world flips upside down as his whole body also flattens against the ceiling. He jerks his head back to see into the kitchen, where the source of the noise was coming from.

It's only Aunt May, preparing dinner like she always did. He stays frozen, however, his sticky fingers not releasing themselves from the bumpy texture of the ceiling. Aunt May looks up distractedly into the living room, then looks back down. He panics, trying desperately to free his fingers. He sees her freeze, then do a double-take. Finally, he falls after giving one last tug. Aunt May gasps and drops her pots again, running into the room.

"Peter!"

"What?" he says, getting up from his crouch quickly.

"You – you were just –"

"I don't know what you're talking about, Aunt May. I think you might be seeing things." He must've said it too fast because she narrows her eyes and stares him down for a long period of time. He can practically hear the second hand on the wall clock hanging in the hallway pass the 12 five times. She heads back into the kitchen slowly, scrutinizing him before returning to her pots.

"Homework, Peter," she calls to him softly. He exhales in relief. He had been extra careful the past week to make sure his aunt was asleep before he left at night, and still sleeping soundly by the time he got home. He would make detailed observations of her sleeping before he left, taking note of the way her hands were under her head, or how she was sleeping on her side. When he'd come home, he'd go straight to her room, and make sure she was in the exact same position as what he had left her in. The last thing he needed was for her to discover his secret by him reacting stupidly to some little noise, not by connecting the dots of him leaving at night, and Spider-Man's prime being the evening.

He nods, rolling his eyes good-naturedly. He bounds up the stairs, grabbing his backpack although he has no intention to do any of his homework at the moment. Maybe he'll just hide-out in his room until dinner, giving his aunt a moment to realize she - er, _had_ been hallucinating. Or maybe he'll go sit on the roof above the front porch. He liked that place. It was the only spot where he could look out a window and not see a brick wall that blocked the alley behind his home.

He opens his door, absently remembering that it hadn't closed it this morning. Maybe Aunt May did. His room is dark, blinds shut, faint computer life casting a bluish glow over his bedspread. But there's another light, one he doesn't recognize. It' blue, like the computer light, but bigger. It appears to be in the corner of his room, and he takes an involuntary step towards it, not switching on the light for fear it would disappear if light was exposed to it.

Suddenly, it's covered, and his hand jerks back automatically to turn his light on. His eyes go round and he drops his bag immediately after seeing what – or rather _who_ – was in his room.

"Evening," the man – or was it a machine? – said. The voice comes out robotically and he looks the human-like figure up and down. The body is encased in a ruby-red form of metal suit, though a gold strip made of the same metal starts at the tops of the man's/machine's head and forms a 'V', ending near the crotch. The blue thing he saw earlier is a bright circle in the middle of his chest.

He freezes, sizing up this intruder…his heart was beating so fast – he whips his arm around, webs shooting from his device. His aim is right on target, getting the intruder right in the face. The machine stumbles a little, but doesn't make any move of offense. Shocked, Peter jerks his arm back, grabbing hold of the web and causing the machine to fly forward. Peter pounces forwards to meet it, shoving it to the ground. The floor shakes and he prays that Aunt May doesn't hear.

Wait, Aunt May –

The machine groans and Peter jumps off of it, eyeing it from his spot stuck to the wall as it gets up easily, holding up its hands.

"Hold it, there, Spidey. I'm not here to cause any harm." Peter's mouth opens, as if to say something, but what could he say? Who are you? The words don't come out, though, not even when the machine gives a small shake and the helmet of the machine folds away, leaving Peter with the image of a man in a robotic suit. He's almost familiar…

Finally, his mouth can form some words, but they aren't the ones he was anticipating on asking.

"How do you know I'm…?"

"A little blonde birdie told me you were in some trouble…and you got into this trouble from my dart. So, since she's holding me responsible, I thought I might just come here and resolve the matter since she refuses to work on her project unless she knows that Spider-Man is safe and sound." The man's lined yet handsome face wears a bored expression, and Peter gets a feeling that it's almost always like this. He doesn't move his eyes away from the man's armored body, noticing power sources on the palms of the suit whenever the man lifts his hands.

"Uh…" Peter says, slowly removing his hands from the wall and dropping to the floor. He picks up a stack of papers knocked over when he leapt from the man, noticing his father's writing and the Algorithium Decay-Rate equation. He looks up at the man quickly, noticing his gaze on the paper as well. He quickly stuffs it back into its folder and places it gently onto his desk, cheeks suddenly burning.

"I don't need help," he murmurs.

The man snorts.

"Yes, you do. You've got slow-working neurotoxins in your system. They start working ten days after entering the body…made them myself," he adds, a cocky tone to his voice. "So unless you want to die, I'm going to ask you to come with me. But if you do feel like dying, I'd like to ask that you tell that crazy woman working on my special project to get on with it since you don't choose life. She was the one who made me come here, anyway." He leans back to sit on Peter's bed comfortably, though Peter thinks he can't be too comfortable in that suit, no matter what position he's in.

"Where would I be going?" he asks after a moment of silence. The man smiles bitterly at him, showing the first signs of emotion since revealing his face.

"Glad you chose living, 'cause everyone knows you can't have a single drink when you die. That's why it's called hell." He barks out a laugh and Peter shifts uncomfortably. There's something about this man that makes the hair on the back of his neck stick up, yet there's something safe about him…and honest. And if Gwen trusts him with his life…

"You're going to take a little field trip back to OsCorp building," the man says, breaking him from his thoughts.

"OsCorp? I thought it was shut down."

"I never said OsCorp itself. Just the building." The man gets up, brushing off invisible dust from his gleaming shoulders. He sighs, mumbling something about needing a drink.

"Swing by tonight after your dinner. Smells good, by the way. Tell your aunt that." Peter's eyebrows shoot up as the man makes his way over to Peter's window, which he didn't notice was open until now.

"Wait, who are you?" he blurts as the man lowers himself to get out.

The man looks back at him for a moment before the helmet folds open again, hiding his face.

"Stark…Tony Stark." And then he steps out into night air. Peter hurries to the window just in time to see the man fly off, the same blue power source on his palms and chest lighting up the bottom of his feet as well, acting as the provider for why this man could fly.

Peter watches, mouth agape, as Iron Man shoots off into the sky.

**Ta-da! Next chapter up and very long, too. Hope you like this one. It took a long time to write. About three days total. Please review to see what you think, though I don't really mind that much. Thanks!**

**TeamSwiss737**


	3. Chapter 3

**Here's chapter three! I really left the last chapter with a cliff-hangar. So sorry about that, by the way. But I need to keep this story interesting, and that was the only way. Like I said before, I have a great plot lined up for this story. There will be much more action, and suspense, and cliff-hangars, and Peter/Gwen romance, too. I promise.**

**Thanks to the people who reviewed. I appreciate them.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man. Unfortunately.**

As soon as the blue lights fade away, Peter rushes to kneel beside his discarded backpack. He unzips it hurriedly, growling as the zipper gets caught on a loose thread, then flips it over, the contents of his bag dumping onto the floor. He pushes things aside, tossing an empty Snickers wrapper over his shoulder, searching… His hand slides over something smooth and unnatural. Bingo.

He picks up the dart reverently, eyes frantically scanning every small inch of it. It's like any other dart: bullet-like with the needle on the end, silver…deadly looking even while it's motionless. He gulps involuntarily, looking away. His neck gives a twitch and he rolls it, hearing the sickening cracks. Just looking at it unnerves him and brings back the vulnerability he felt mentally and physically Saturday night. He spins it over in his fingers, seeing a line of gold. Bringing the dart closer to him, he uses his free hand to grab his father's glasses of off his desk and slip them on.

"Stark Industries," he reads breathlessly. So Iron Man wasn't lying. Well, how could he be lying when his very presence told the whole truth? He drops the dart and scrubs his face with his hands. This is real. There really is a neurotoxin inside of him.

Well…isn't that just splendid.

He rolls back on his heels and slumps to the floor, sighing heavily. Sorry, Aunt May; he has to spend another night out at the town.

Head in his hands, he lets his sanity slowly slip away. It starts with one muffled scream, then another; the pauses between each shout shrinking, the volume of them increasing. Moving fast like a viper, he grabs his pillow from his bed and stuffs it to his face. He's so screwed up right now.

It's times like these where his mind goes to Gwen, when he's his most sensitive and most insecure. She'd drive these feelings away, just by the way she looked at him. It's times like these where he thinks about all of the empty promises he's broken, and the one promise that he just can't seem to break as easily as the others. He knows the reason why, though. Every other promise he has made was about him; his safety, his education, his future. But that other promise wasn't about him…it was about her.

He had stopped really caring for himself after Uncle Ben died. Suddenly, all that mattered was Aunt May – and revenge. For Aunt May, though, he kept his grades spectacular, he followed every rule she ever put down – minus the curfew rule – and kept his permanent record solid. On the outside, he looked as normal and perfect as ever. Well, as perfect as you could be after your father-like figure was murdered; but on the inside, he stopped trying.

Gwen, though…Gwen brought him back. With her wide, concerned, and innocent eyes, sympathetic voice, and trustworthy smile, he cared for himself again. Suddenly, he became cautious and determined that he came home each night for Aunt May. He might have some new cuts and a black eye the next morning, but at least he wasn't in jail – or dead.

Gwen saved him. So he would save her. By not letting her get involved. He's pretty sure she is one out of the two remaining people on earth that he loves, so this means he would do anything for her. Except when her safety gets in the way; he respects that above all other things when it comes down to her. He _would_ give her anything she wants, but not if it risks her safety. He _would_ get back together with her, but not if it risks her safety. He _would_ tell her he loves her, but not if it risks her safety. It's just…complicated.

He can hear Aunt May's voice floating up from downstairs, and he wonders idly how long he's been sitting there. Reluctant to leave the sanctuary of his room, he hoists himself up, tossing his pillow back onto his bed, and heads towards the stairs, exhaling heavily. Just like every other night, he sits at his regular spot next to Aunt May. Just like every other regular night, she serves him his food, and he thanks her. Just like every other regular night, he talks and eats with his aunt like everything is perfectly normal. As if he isn't about to go save lives. As if he isn't about to go meet up with the one and only Iron Man. As if he isn't about to go meet with Iron Man so Iron Man can save his life.

He has two different lives. In one, the things he worries the most about are grades and college applications. In the other, he worries about living through the night. Unfortunately, each world had to share one mind, and let's just say both aren't very good at sharing. One won't shut up while the other wants peace and quiet. Or one will taunt him, while the other encourages him. It's never been this bad before: the internal conflict. He thinks that the sudden decrease of his mental stability might be the effect of the neurotoxin in his system.

And now all he wants is for the neurotoxin to get _out_ of him. Talking to Tony Stark brought him back down to earth. He thought he would be okay, being on that 'superhero high' he always felt after an encounter with the police. He thought the dart wouldn't affect him, because he's so special. Well, Gwen was right: he _isn't _invincible. He was slowly dying, just like any other human would if they had gotten shot with the same dart as he had. He feels guilty and selfish for thinking that he was different and extraordinary enough to not be hurt by something so little so easily.

He realizes he was pretty full of himself before Stark stopped by for his little chat.

He washes the dishes quickly before taking off up the stairs, barely shouting down at Aunt May that he's going to finish his homework. Aunt May calls back, saying good-luck, and he suppresses a snort. Like he'd be doing his homework on a Friday night. No teenager ever did. Well, except for one…

He shakes his head sharply as he rips off his clothes and throws on his suit. He reaches over to the mechanical switch that locks his door, and takes off his glasses, gently setting them on top of a stack of papers on his desk. He stares at them for a moment, then turns away, running a hand through his hair. They remind him of another broken promise.

"_Be good," his father says._ _Within seconds, he's out the door, dragging his mother with him, and they're gone._

He's far from good – and not just in the NYPD's standards. In Chief Stacy's standards. In his standards. He may do good things, but it takes a lot more than that to be a good person.

He bends down to gather all of his things again and throw them into his backpack. He slings the bag over his shoulder and moves quietly over to the window. The same window that Iron Man flew through. The same window he escapes through each night. The same window he looks out of when he thinks of her.

But then he thinks of Aunt May. Crap; what is he going to do about her? He really wants to get out of the house and get to the OsCorp building – now. But what if Aunt May comes to check up on him? She's been doing that every night since Sunday night, and it's gotten on his nerves a little bit. He knows he shouldn't be mad, but if he has to sit and wait for his aunt to go to bed before he can leave, he gets a little impatient. An idea forming in his head, he moves over to his desk again, scribbling down a note on a scrap piece of paper.

Satisfied with what he wrote, he takes a pin from his bulletin board and unlocks the door. He opens it and pins the note to the front of his it. The note reads:

_Doing homework. Please don't disturb. Big test coming up. Good-night and I'll see you in the morning._

He shuts his door quietly and locks it again, moving over to his window. He winces at the creaks and moans it makes as he slides it open. Taking one last look around his room, he throws on his mask and bends down to shoot a web at the streetlight just around the corner of his house. After he hears the almost-inaudible sucking noise the web makes after sticking to the metal light pole, he propels himself out of his room, and into the night air.

He takes no time in enjoying how calm everything around him is. Truth be told, he's never really liked silence. It always seemed to press in on him and make him feel uncomfortable. Soon the noises of New York fill his ears and he breathes a sigh of relief. He flings webs onto buildings and soars over 9th Avenue in a matter of minutes; OsCorp building was just two streets down. New York would have to wait a few minutes for him tonight if they ever want him to come back. He stops to rest on the roof of the building next to OsCorp, or what he guesses now is Stark Expo. He hides his backpack, but retrieves the dart from it before taking a step onto the ledge to get a better aim. He wants to do this secretively. He knows that the police are always patrolling the OsCorp building ever since the Lizard accident, and he hopes secretively that Stark was smart enough to make a legal point to get the NYPD out of his business, since the building is his now, not Norman Osborne's. He peaks over the ledge and smiles inside of his mask when he finds no white cars with the red and blue lights on top. Excellent.

He's unsure of where to enter, though. There's the roof, but should he really enter the building that surreptitiously? He could throw on the street clothes he brought in his bag and walk through the front doors. No…there has to be some other way to get into the building without seeming like a suspicious teenage boy or a crazy masked man.

He spots something while glancing up at the roof of OsCorp. Two blue lights. They blink once. Twice. Three times. They wave back and forth, and he gets it. The roof it is. Always cautious, he glances down at the walking civilians, hoping their eyes aren't turned towards the starless sky before shooting two webs from his wrists to connect himself to the roof of the building. Using the sling-shot move he had done in the alley on Saturday night, he grips the dart in his hand tightly, flying through the air - though much more smoothly than last time - and lands with a soft thud on the new concrete helicopter pad sitting above the building.

"Glad you could make it, eight-eyes. Welcome to Stark Expo, New York style." Tony Stark stares down at him in his Iron Man suit, helmet folded back, eyes drooping, crystal glass full of an amber liquid in one hand, a manila envelope in the other. Peter stands up slowly, eyeing the man through his mask.

Stark looks into his glass, swirling the contents of it. "Now-now, no need for masks. I have mine off, don't I? I like to see people's faces when I save their lives." His tone of voice is obvious sarcasm, but Peter removes his mask as slowly as he stood up. Stark shrugs and downs the rest of whatever was in the glass. Peter stares at him, eyebrows furrowed together in concentration.

"What?" Stark asks, seeing the expression on Peter's face. "You want a drink?"

"You've been drinking…?" Peter whispers disbelievingly.

"What does it matter?"

"It matters if you're going to get the neurotoxin out of me. Or not." Peter looks pointedly at the empty glass.

"Attitude's not welcome here, you know." Stark's voice holds no emotion, making everything coming out of his mouth that much harder to understand. "But I'll let you off with a warning since you're new here; I'm the boss, so I get to drink when I want. Understood?"

"Yes, sir," Peter replies cheekily.

Stark looks up from scowling in his empty drink, and Peter sees his lips twitch up.

"I don't like pretty boys that have attitude…just remember that," he threatens. Peter smirks and looks back out at the city, smile fading. They need to do this fast; New York needs him.

"Can we get this over with?" Peter asks, turning back to Stark. Stark rolls his eyes and gestures with a finger to follow him. Peter waits until he's a goof ten feet from Stark before following along in his wake. Stark guides him around the helicopter pad and through sliding metal doors into a small room with a winding staircase descending from it. A touch-screen pad cemented to the wall sits next to the metal doors, and Stark presses a few buttons and turns a few switches. The metal doors give a dull shriek before another layer of metal blocks it, then another. Peter glances back at it skeptically.

No way out from here.

The lights flicker and the power source in Stark's suit lights up the room. From the soft glow it casts around the room, Peter can see Stark's lips form a straight line. The lights finally come back on, and he exhales, realizing he had been holding his breath.

"Damn power hasn't been working right since I had those builders come in," Stark mutters. "It'll ruin everything if it goes out for good." He scoffs and turns to descend the stairs, Peter trailing after him, mask clutched tightly in one fist, dart in the other.

"Let's see that dart," Stark calls back to him, as if on cue. Peter stretches his arm out in front of Stark as they go down the spiral stairs, dart sitting in the palm of his hand. Stark takes it after stuffing the manila envelope underneath one armpit and throwing the glass against the wall of what looks like metal.

_Got metal?_ Peter thinks after watching the glass shards explode off of the wall.

"Beautiful," Stark whispers to himself. "Beautiful."

"Beautiful?" Peter asks. "It's what's killing me, or at least that's what you said."

"I wasn't lying," Stark responds back quickly. "It _is_ killing you."

"Great…"

Finally, they reach the bottom of the stairs. Another set of metal doors waits for them, along with another touch-screen pad. Stark messes around with buttons and symbols, and the doors slide open, letting in a bright white light that contrasts greatly with the dull cone lights that the stairs had against each step. Peter shields his eyes as follows Stark into the new, much bigger room. It looks much like the main room in which Dr. Connors's lab assistants had done their work, with the silver platforms that allowed the 3D holograms to appear, and the large glass display case like where the Ganali device had been placed in. It was empty, though; not a single piece of furniture is sight.

"What's this floor about?" Peter wonders aloud.

He can't see Stark's face with his back to him, but Peter sees his shoulders shrug.

"Don't know. I'll figure something out soon."

Peter's starting to regret having this man about to save his life with each new second.

Stark moves on to the hallway, with its floor-to-ceiling tinted window letting in the city lights. He sees no one as he passes each room, and also finds every room empty. What kind of industry was this? When they reach the elevators, Stark is going through the manila envelope, taking papers out, then stuffing them back in. He presses the 'Level 72' button distractedly.

"What are you looking for?"

"God, you're annoying."

"What? I'm just curious."

"It doesn't have anything to do with you, if that's what you're trying to get it. I'm not one for medical records, especially since my own can't even explain my own health correctly – or the fact that they got burned in an explosion."

"Oh."

"Exactly."

"Mr. Stark?"

Stark barks out another of his sharp laughs. "Mr. Stark was my father. It's either Stark, Iron Man, or sir. I prefer sir, if you don't mind."

"Okay – er, sir…how is the toxin being taken out of me?"

Stark sighs, not looking up from searching through the envelope.

"A shot. Now stop asking questions. I don't have all of the answers in the world, you know."

"A shot?"

Stark finally looks up, a pained expression on his sunken face.

"Yes, a shot. Now can you please save these questions for later, like when I have a drink in my hand?" Peter nods and the elevator becomes silent. Peter can't shake the feeling of how reckless, independent, and brilliant Stark is. And intimidating. Absolutely intimidating. But like before, there's something about him that makes him feel safe, or at least far from harm.

Finally, the elevator dings and the doors slide open, revealing the similar hallway that Peter remembers all too well. It's the level where Dr. Connors worked at. Where Gwen worked at. Stark steps out, still going through the envelope, and Peter hurries to catch up with him after gazing down the hallway opposite of where Stark was going. Just down there is his father's research. Or _was_ his father's research. It probably got moved or something like that. Oh, yeah. It's also where his second life started.

"Mask on, eight-eyes," Stark says before pressing the touch-screen pad beside the metal doors to his left. Gritting his teeth at the nickname, Peter pulls his mask on. The doors open up, revealing Dr. Connors's old lab. Much like the old days, desks were everywhere with people in white lab coats sitting at them, either typing something on their computers or writing things down. Some strange objects sat in front of them. One woman even had a set of chemical vials sitting next to a stack of papers.

"Welcome to the lab," Stark grumbles, ignoring the people who managed enough courage to wave at him. Peter follows Stark into the alcove where Gwen made the lizard serum, and where Dr. Connors made the lizard toxin. Lovely memories, that's for sure.

Surprisingly, the lab assistants don't stare at Peter. He's a little shocked, and looks at them in wonder.

"They're sworn to secrecy," Stark murmurs. "Not even their families can know."

"Why am I wearing the mask then?"

"Don't want to take any chances."

"Right," he says sarcastically, eyebrows lifting though Stark can't see them. Stark shoots him a look, though.

"Okay, smart-ass, sit down while I go get the shot."

Peter watches Stark go with a clenched jaw before he sits down in the nearest chair. He swivels in it, antsy and ready to get out of this building. Being on the roof made him uncomfortable. The place was where Chief Stacy had died. And where he had promised him that he wouldn't get Gwen involved. Even though he's gone from the roof, the place still makes him shift guiltily in his chair.

Suddenly, a flash of blonde hair catches his eye. He sits up, craning his neck to see a familiar yet unknown high ponytail whip around a corner. It couldn't be… Except, how would he know? He didn't get the chance to swing by her room like he does every night to see her at her desk, studying.

Stark comes back, a long red shot in hand with a silver cross on the side, but another glass of scotch in the other. Peter eyes it, the corner of his lip twitching up in disgust. He'd rather have another spider bite than another needle being injected in him by a drunken scientist.

"Oh, come on, you wussy." Reluctantly, Peter turns his left arm to the side for Stark to get a better angle.

"Oh, it doesn't go in your arm…" Stark says matter-of-factly. Peter looks up at him in disbelief, then groans when he sees the twinkle in Stark's eye.

"I'm kidding. Now hold still," he says loudly before taking a swig of his scotch and stabbing the needle into his arm.

"Mother-" Peter gasps, eyes closing, clenching the chair so hard, it bends in his hands. Stark squeezes down the plunger top and injects the medicine. The effect is almost immediate; a cool sensation running through his veins up and down his body until it finally wears out and dissolves. Peter opens his eyes.

"That's it?"

"Yep, that's it," says Stark, tossing the needle into a trashcan. There's a moment of silence before Peter clears his throat.

"Uh, thanks, I guess. A lot." He stands up, ready to finally leave. He's in shock; he feels as if he's hearing things through a tunnel.

"It's gonna cost you."

"Ex-excuse me?" Peter stutters.

"You heard me. I saved your life, now you're in my debt. I decided this after I left."

"Oh, great…what do you want, then?"

"You."

"What?"

"I need your help," Stark begins. "I'm trying to get my STD to work."

Peter blinks, feeling his face flush red unconsciously. He leans forwards slightly, feeling as if he heard Stark wrong.

"Your – your STD?"

"That's the one." Peter gulps.

"…I'm not sure I can help you with that, sir."

"Oh, yes you can. I've heard all about your little tricks from that Gwen Stacy."

"I – I don't know what you're talking – me and Gwen never –" He fumbles around for the correct words, but they can't come to him. He's flustered. What the hell was this guy even talking about?

"Well, then was she lying when she told me you made your own webbing devices?" Stark asks, eyebrows high.

"What? No, no…yeah, I made them."

"Good; then you'll do just fine working on my STD."

"I'm not sure I understand yet, sir."

There's a pause as Stark stares Peter down suddenly, taking a sip of his scotch.

"You have got a dirty mind, my friend," he says finally, swirling the remains of his drinks in his glass. "Much like me - an STD is a Supers Tracking Device…why are you smiling like that?"

"I was hoping you'd say something like that, sir."

Stark rolls his eyes.

"Come with me," he says. They exit the alcove, Stark leading Peter to the glass display case and opening it up. A large chrome box sits in the middle of it, and Peter's stomach gives a sudden jump. This is why he loves science.

Stark twirls the dial on the box like a safe. It opens up automatically, very slowly and dramatically, smoke pouring from all sides. Peter leans forward to get a better look through all of the smoke. What is it? Is it a weapon Stark created? Is it a tool that Stark's giving him? Is it some sort of device that – nope. Drinks. It's a cooler. For his drinks. Stark takes a bottle of scotch from the box and pours more into his glass, then shoves a full one into Peter's hands, forgetting that he wore a mask.

The disappointment is so great that Peter feels as if he _should_ have a shot of scotch. Brandy wouldn't be bad, too.

Stark moves along, and he follows, thoughts somewhere else. Like down a dark alley. Or in a convenience store. Where a man stood with a gun to someone.

"Can I just come back sometime else?" Peter asks impatiently. "I kind of have somewhere to be-" He stops short when Stark comes to a halt at a desk. The woman looks up, lips pursed, blonde ponytail falling down the back of her lab coat, wide eyes frantic yet amused and excited when they spot Peter.

"Gwen," he breathes.

**Alright, that's chapter three! Hope you liked this one as much as the others. I really enjoyed writing this one and let me tell you, I maybe sat for an hour today thinking about how to write the bedroom scene. Everything was just wrong so I ended up retyping everything I typed earlier. But here it is; final copy! Enjoy! More later.**

**TeamSwiss737**


	4. Chapter 4

**Here's chapter four! I hope you like this one and thank you for the reviews. I don't have much to say but if you have questions, feel free to ask. Enjoy!**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own The Amazing Spider-Man.**

Her eyes bore into his and it's like he's been sucked into them; a vast pool of gray drowns his brain, making it hard to think. Hard to breathe. Yet the eyes are so addicting, he can't look away; he could stare into them forever.

"Spider-Man," she says coolly, and he knows instantly that she hasn't forgotten about Monday's little confrontation.

"Ma'am," he barely whispers, nodding at her. Stark shifts next to him and leans in towards Gwen. Gwen holds her ground, but Peter can see the way she scrunches up her nose ever so slightly, probably at the smell of his breath.

"Stacy, I was wondering if you could come with us into my office. We were going to discuss your special project," Stark says in a low voice. Gwen's face becomes unreadable as she nods seriously and looks around at her fellow scientists.

"Of course," she says in a professional tone, getting out of her chair. Gwen leads the way to Stark's office, Peter trailing behind her and Stark trailing behind Peter. She holds open the glass door and refuses to look at Peter as he passes her. She closes the door after Stark sits down at his desk, and goes to stand by the whiteboard. Stark gestures to the seat opposite his for Peter to sit in, and he slides into it slowly. Never would he have imagined Gwen coming here again, but he was wrong: she obviously had no problem coming back to the building where she almost got killed and where her father died.

At least _she_ could get over it.

Peter sets down his full glass on the table, foot twitching as he feels her eyes boring into the side of his head, and wishes that Stark would just say something already. Instead, he's going through that folder again. Finally, Stark grunts and pulls out a small slip of green paper with pen markings and smudges on it.

"Here we go," he says, laying it flat on top of the desk then pushing it towards Peter. Peter looks down at it, seeing a sketch of some sort of small machine. It's rectangular, with a half circle on the top part; there's not much detail to it, but a few small circles indicate being some buttons or switches. Peter shrugs his shoulders.

"Is this what you were talking about before?"

"Yes. But I didn't design it; a…friend did. He knew how to make it, and I don't, and unfortunately, he's unreachable. Has been for the past 12 years. I got this drawing from him right before he disappeared, and I didn't know until now why he gave it to me." Stark pauses to take a sip from his drink. "But, I understand now, and I need it to be built. That's where Miss Stacy comes in, and where you come in."

A soft noise comes from Gwen's direction, but Stark ignores it. Peter grimaces before taking his mask off, much to Stark's and Gwen's surprise. He doesn't mind; as long as he has his back to the scientists. He looks at Gwen fleetingly before turning back to Stark and giving a quiet, nervous chuckle.

"I don't know. I'm not that good…"

Gwen makes another noise, but it sounds more like a scoff. Stark raises his eyebrows.

"I thought we've been over this. I've heard about those webbing devices, and how you helped Connors with the Decay - Rate Algorithm. You're a bright kid." Peter blushes, pursing his lips.

"Second in his class," Gwen throws in. Feeling a smirk, Peter turns his head to look at her. She's got her arms crossed protectively over a few papers as she leans against the wall, but a small, sincere smile lights up her eyes.

"You still sure?" he asks so quietly he's afraid she didn't hear her. Gwen's smile fades slightly and she nods, a crease forming between her eyebrows. Peter only stares at her. Stark clears his throat and Peter turns around just in time to see him roll his eyes. He taps the sheet of paper.

"If you two are done, I'd like to get back to my project." Peter's jaw locks and he can hear Gwen's sigh from behind him. "I need you, eight-eyes. I need your knowledge. What you did with Connors is something none of those idiots out there could ever think of. Nobody has been able to get this project working."

"What makes you think I will?"

"Because you're a Parker."

There's a long silence after Stark's words. Peter's stunned again; what did that even mean?

"What?" he whispers, feeling something heavy pressing down on his stomach region.

"Your father was a brilliant man. And from what I've heard coming out of Miss Stacy's mouth, it seems as if his brilliance was passed on to you. If this is true, I don't have a doubt you'd be able to build my machine."

"How – how did you know my father?"

Stark sighs, his eyes flickering over to Gwen, to the door, and then to the sketch. He leans forward with a groan and taps the sketch again.

"It's his invention, your father's. He gave it to me a week before he disappeared and when I'm guessing he left you." For once, Stark's words are soft, and contain emotion, though not a lot of emotion. Peter's eyes start to tingle, and he looks at his lap. His hands on his thighs form tight fists as he keeps himself from crying.

"I was his friend," Stark continues. "Osborne and I had just made a deal to combine the companies for some project he wanted to execute, but it failed after your father disappeared. But before that, Rick and I grew close. I liked him…" Stark trails off, eyes landing on a spot on the floor.

Peter clears his throat quietly, making Stark's head snap up.

"Had a lot of wild ideas. His wife…your mom had a lot of spunk to her, though. He'd tell us stories of her stopping his ideas and taking control over his mind and making him rational." Peter lifts his head to look at Stark, only to find him smiling at Peter slightly. Peter reciprocates, head still hanging a little low, though.

"When he gave me the drawing, I thought it was just some wild idea. But it's not. And I know now why. I don't know if _he_ knew if it was just some wild idea or not, but your father made it after creating those spiders, if that helps. I'm not sure, but I don't think he knew what he was creating when he drew this out 12 years ago during a boring meeting."

Peter nods, finally collecting himself to be able to look Stark in the eye without embarrassing tears clouding his vision. Stark doesn't say anything else and it's quiet once again in the office. He almost forgot Gwen was here until she sniffs loudly, breaking him from his thoughts.

"Yeah," he whispers, voice cracking. "Yeah. I'll do it."

Stark smiles, a true genuine smile, one that Peter's confident it's not seen of very often. The smile vanishes quickly after it appears, though, and Stark takes another sip.

"Great. You'll get same pay as Stacy and you start on Monday after school. Maybe the two of you can assign a schedule to work on it together since you're 'lab partners'."

"Wait, what?" Gwen cuts in, stepping away from the whiteboard.

"You heard me, Stacy. You and Parker are _partners_ now. And may I just say that the two of you don't _just_ have to be lab partners, if you know what I mean. Lab partners can also be bed partners." He raises his glass at Peter, his eyebrows rising in suggestion. Peter blushes furiously, looking everywhere but at Stark.

Gwen groans, giving Peter the impression that she's been through this side of Stark before.

"Sir, I'm not saying that I don't enjoy this project, I just –"

"You're staying at this project, Stacy. You know the basics, and you'll need to teach Parker, too. Besides, this is the only project I want you working on; you know more about it than the other dinguses I have working here." Peter cracks a small smile at the insult to the scientists in the other room, but pales when he sees Gwen's face. She looks…defeated, and in pain.

He knows that becoming lab partners with Gwen won't be the easiest thing in the world, but he has to. If this really is his father's invention, now is the time to prove himself that he is just like his father, good man and all. And he would make sure Gwen and him would just stay partners…nothing more. They would have to talk, but it'd only be about the project. He's not going to back out of this just because Gwen is in it as well. He will just do his best to be as distant from Gwen as possible, even if they'll be a mere two feet away from each other.

He'll just have to ignore the tugging he feels coming from her direction whenever she's in the same room as him. He'll just have to ignore the way the room feels electric whenever he sits close by her. He'll just have to ignore the longing in his heart, and the need for her lips on his.

Well…he's going to need some practice at ignoring.

Stark stands up, and Peter copies. Stark sticks his hand out at Peter, and they shake hands, as if to confirm that Peter will be working on the project. He waves Peter and Gwen out of his office, and Gwen takes off quickly. Peter's stomach churns but before he can follow her, Stark calls out to him.

"There's one thing you can put under 'Accomplishments' on you college application: STD maker."

The tops of Peter's ears burn red and he pulls on the mask quickly, only acknowledging Stark with an absentminded nod. After he closes the door behind him, he exhales. He came to get poison out of him and hope to never see Tony Stark again, but he left with a new job and plenty of days filled with Tony Stark. And Gwen. Great.

Gwen's not at her desk when he passes it, and for a moment, his heart sinks. He has to admit, though, that he'd do the same if he were in her shoes. He'd never want to see himself again, too.

Thinking about the possible crimes he missed stopping, he hurries out of the lab and down the hall, ignoring the beckoning call from the room where his father's research had been. He presses the down button on the elevator, waiting, waiting, waiting - He can't take it anymore. He leaves the elevator, walking slowly and stealthily towards the room. That part of him is tingling; the sixth-sense part of him. He just needs to go back to where it all began.

He stops in front of the door, a little taken aback by how well he remembers the code to the touch pad for unlocking it. The door opens and he slips through, taking off his mask again. Inside, the machines are no longer running. Frozen. The products are still there, though they look as if they haven't been touched in a while. Peter stares at them for a moment before his eyes roam around the room, coming to a rest on the only other door in the room.

He takes the two steps towards it, and peers in through the small sliver of glass. It's dark, but something white flashes by, he swears to it. Slowly, reverently, he opens the door.

Nothing has changed.

The contraption still spins, all three mechanical layers working clockwise, but at different speeds. The room is lit by the ultraviolet lighting, causing the white spiders and their webs to stand out. It's not the only thing that stands out, though. Gwen sits in the corner of the room, looking up in wonder at the work in front of her. Peter can see the machine in the reflection of her grey eyes, but that's probably because of the tears in them. Nice one, Parker; he made her cry.

He wants to sneak out and come back another time, but soon her eyes stray and land almost hesitantly on Peter. She blinks, not really realizing he's there until a few moments later. She takes in a deep breath through her nose, then smiles pathetically.

"You know," she begins softly, "I've thought about the possibility of coming in here and getting bitten myself."

Peter takes a step forward involuntarily, shaking his head.

"No, you don't want this Gwen. I won't let you."

Smile still on her face, she nods. "Yeah, I know. I'm too chicken to do it, anyway." A single tear falls down her cheek, leaving a glistening trail, but she doesn't bother to wipe it away. Seeing her so…vulnerable after seeing her so tough the past few weeks shocks him, sending his brain mixed signals about whether he should comfort her or not. He shouldn't…but he _really_ wants to.

"Why?" he asks instead.

"Why what?"

"Why would you want to get bitten?"

"You wouldn't understand."

"I think I'd understand pretty clearly since I've been bitten myself."

She turns her head to the side to look at him fully. Her eyes glaze over, giving her a distant, rough look. After a moment of staring him down, she sighs and turns away from him deftly.

"You don't understand the effect you have on people, Peter. Especially me. You don't know how hurt-" her voice cracks and her lip quivers as she wills herself not to cry "-I felt after you told me you couldn't see me anymore. And then when you told me promises could be broken, but you never did anything about it… Peter, you hurt me so badly that it makes my heart hurt just to be in the same room with you. You told me to get lost, then got my hopes up again, but it only turned out to be a lie."

His mouth falls open, yet he can't find the right words. She continues on in a heated, broken voice.

"Everything became different for me since the two most important men in my life left me alone. I understand now that life sucks. So I come in here at the end of each day, thinking all it took was one bite and I'd get you back. Peter, you were the last thing I had, but I barely even had you for a day-"

She cuts off as she lets out a loud sob, slapping her hand to her mouth to muffle the sound. Peter's eyes are tingling again, and he feels horrified with himself for coming in here. Why did he have to be so curious? A small tear barely leaks from his eye, but he brushes it away quickly.

As if he hasn't thought about this stuff each and every day. As if he hasn't considered how hurt she's been. As if he hasn't wondered if she's ached for him as much as he's ached for her.

She's crying quietly, huddled into a little ball. He feels his feet taking him towards the sight of a crying Gwen, like they always had before, but his brain puts a stop to his movements. He can't comfort her anymore. He knows she's hurting now, but in the end, it'll be worth it.

It doesn't take too long for her to quiet down and calm herself. She gets up suddenly, brushing away the last tears impatiently, and takes a step in his direction before taking a step back after thinking things through.

"I know that we'll have to be partners now, so I think we need to come to some sort of truce." She purses her lips, and he nods.

"Agreed," Peter whispers, afraid that his own voice might crack if he speaks too loudly.

"So…I guess I'll just have to grit my teeth and bear it, won't I? I don't know if it's the same for you, but I know that that's what it will feel like for me. What I'm trying to get at, though, is that we should just act as if we're in school. Talk about things as if we actually were in a lab."

"Yeah…I – I guess that'd be the best thing to do."

She nods seriously, like she had before, and walks towards the door slowly. Her fingers stretch out almost unconsciously when she passes Peter, the fingertips grazing the back of his hand. He shivers and turns to see her leave. Before she's gone, though, she pops her head back in.

"Everyone wanted to shut this room down, and even Stark agreed to it. But after he came back from visiting you, he threw a fit demanding that it'd be left alone. Just thought you should know…" The corner of her lip twitches up as a parting gesture before the door closes again, and he's left alone.

He knows he shouldn't stay in the room for too long; New York has waited long enough for him. But he just needs some time for air. Some time for thoughts and breaths.

He wishes he could have told her how hurt he is. He wishes he could have told her how much he hates himself for hurting her. He wishes he could have told her how much he misses her. But he can't because apparently to her, he has that 'effect' on people, and if he does one little thing, she'd get drawn right back into his trap. A fly in his web. Trust him, he _wants_ to be able to talk to her, have her back in his life; even if it meant no relationship, he at least wanted her to be around, like on the sidelines. In the back. A mile away. But still…on the sidelines.

But he couldn't, because he was the amazing Spider-Man.

He leaves the room hastily, not wanting to see another spider for a long time. Hard to say that when all it took was a mirror to see one. He punches the down button on the elevator after pulling on his mask, hopping from foot-to-foot as he waits for the incredibly-slow machine to reach the 72nd floor. Finally, it gives a soft _ding_ and the doors slide open. He jumps in and jambs the 'Lobby' button repeatedly until the doors close, leaving him alone in the elevator. He closes his eyes, just about ready to feel the motion of the elevator descending when the doors open once again.

A woman with dark red hair walks in. At first glance, Peter's heart jumps into his throat. She's beautiful, with her shoulder-length hair in soft curls and her lab coat reaching her knees. She wears a skirt, one much like Gwen used to wear, but without the boots. Instead, four inch heels, though Peter assumes that she barely reaches his eyes.

Her green eyes go round at the sight of him, but narrow as she steps cautiously into the elevator. Her head tilts to one side and she smiles slightly, as if Peter is somebody she used to know from a long time ago.

"Hey, there," she says, her sweet voice filling Peter's head and clearing it from all of the crap he just had to go through.

"Ma'am," he replies quietly after a slightly awkward pause. She laughs gently once.

"I hardly think I'm old enough to be called ma'am, but thanks for the respect all the same."

To his surprise, Peter finds himself smiling and actually giving a silent chuckle himself. Yeah…maybe calling all of the women 'Ma'am' was a little outdated.

"Sorry," says Peter, ducking his head a little as the elevator doors slide shut. The woman smiles and reaches over to press the 'Level 36' button. They remain quiet for a few minutes, watching the numbers decrease with each second. When 36 finally comes, the woman turns her head towards Peter.

"It's Mary Jane, by the way." And just like that, she's gone, and he's hurtling towards the lobby. When the doors open, he gets out of the elevator dazedly. There's something about this…Mary Jane that makes him feel...guarded. There's no other word for it. He felt insecure around her, even though she was a complete and total stranger. He realizes, as he slips into the shadows of the Stark Industries building before swinging off into the city, that he had felt tense with her during the short time that they rode together in the elevator carriage.

His mind is distracted for the rest of the night. During a particularly nasty robbery, one including two hostages, his mind is elsewhere as he easily dodges the bullets the criminal shoots at him. Without really thinking, he shoots the webs and then it's over. The criminal is pinned to the wall helplessly, and then Peter's off, swinging over the city high enough for the police to not see him, but low enough to detect anything wrong. His usual protective rounds over New York are shortened, and he finds himself back in Queens around one in the morning, not the usual two.

He takes a long shower after peeling off his suit, noticing how gross and slimy it felt underneath his hands. He was going to have to get it washed – like soon.

He's not quite tired when he collapses into his bed. A lot has happened the past day, and he needs to think it all through. First, he discovered that he did need help, but not in a 'helping the sick' way…more of a 'saving your life' way. Then he met Iron Man. Then Iron Man turned out to be a bitter alcoholic full of sexual innuendoes. Then his life was saved by Iron Man. Then he got a job – that _paid_. Then he realized he got a job with Gwen. Then he heard Gwen tell him how she feels each time she looks at him. Then he felt his heart break for the millionth time. Then he met Mary Jane. Mary Jane…

Now here he is, lying in bed doing nothing about everything that just happened. He doesn't know how long he's been just lying there, thinking over things, but soon his eyes droop, and thankful that it finally came, he lets sleep take him.

**Finished. Only with the chapter, don't worry. I'm sorry for the wait. I was literally stuck at the very beginning. Also, I don't know if you noticed, but there was a part in the Peter/Gwen scene in that spider room where Gwen said Peter didn't know the effect he had on people. Yes, it sounds like it came from the Hunger Games. I realized this after I read through the chapter before publishing. I had typed it in because it fit the current situation, but I guess I could put some credit into the Hunger Games although I had no thought of it when I typed it.**

**And I must reassure you that this most definitely **_**is**_** a Peter/Gwen story, not a Peter/Mary Jane story. Besides, Mary Jane wouldn't be working at Stark Industries if this was a Peter/Mary Jane story; she'd be on Broadway, of course.**

**Enjoy, and I promise more soon. Sorry for the delay on this chapter!**

**TeamSwiss737**


	5. Chapter 5

**Hey guys. Here's chapter 5. Okay, quick AN, I promise. I just wanted to say something about Gwen: she is still that scholarly person, but she really just becomes more distant with people. She was left alone by her father and Peter, and now she's more cautious around people because she's afraid they'll let her down like Captain Stacy and Peter let her down. Point is, she's still obsessed with science. I have a back-story about Gwen getting into Stark Industries, anyway.**

**That's all for now. Thanks.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own The Amazing Spider-Man.**

Peter's weekend was spent either at home, or out on the streets. He was mostly on the streets at night, though, protecting the innocent citizens of New York, trying desperately to get Friday out of his mind. He had wanted to look to the future, more specifically Monday, and not look back. He and Gwen were starting over. They would forget the past and create a small future together created by a science project.

On Monday after school, Peter sits with his headphones in, waiting for Gwen. She had approached him in the hallway before school started and told him it would be – er, okay if they walked to the Stark building together. He had agreed sheepishly, and she gave him a tight smile before turning on her heel and leaving hastily, low ponytail swinging back and forth across her back.

He looks down at the ground, shoulders slumped forward. He feels exhausted, though not as exhausted as he had felt with the neurotoxin in him. Gwen's revelation on Friday has left a dark, menacing cloud in his brain. In every calm moment, all he can see is her face crumpling in pain and discomfort as she tells him how much it hurts to see his face.

Ouch. He winces, feeling a sharp twinge in his chest.

"Peter?"

Gwen's shadow falls over him, and he squints at her dark figure, a soft white glow from the sun behind her acting as a halo. Gwen had always been photogenic, but the simple scene strikes him mute. Mouth gaping open, mind jumbling around for words, he openly stares at her, causing a light blush to stain Gwen's cheeks. After a quick shake of the head, he lowers his eyes back to the ground.

"Hey," he mumbles, kicking at a woodchip. There's a lingering pause that makes the both of them shift uncomfortably. Finally, Peter stands up.

"Well, we should probably leave to go work on the project."

"Right," she says, her voice low. He falls into place next to her while they walk in a silence he can't say is either comfortable or uncomfortable. The warm, unseasonable October breeze kicks up the bottom edge of Gwen's un-tucked navy blue blouse, and he stares at the small patch of skin above her hip unconsciously. He remembers this blouse all too well; she was wearing it under her rain coat the day he told her he couldn't be with her anymore.

He remembers everything about her from that day. The way her hat was placed perfectly on top of her golden hair. The way she gripped her umbrella so tightly, her knuckles turned purple. The way her lips pouted when she tried desperately not to cry.

Her expression is one of vague interest as they walk side by side down the street, heading in the direction of Stark Towers. She looks around her as she walks, not at the ground like he usually does. She's observant, and notices the little things, but he knows that sometimes she gets too wrapped up in the details, not really understanding the big picture. And that has a cost.

It's this little flaw about her that makes it that much harder for him to let her go. She could identify clues no one would dare to think of, but she couldn't solve the mystery if it was staring her in the face. She expects too much out of people. Just like she expects Peter to break her father's promise.

Why couldn't she just see that he can't? He can't, and never will he break it. He respects Captain Stacy too much. He cares about Gwen too much. He loves Gwen too much.

He struggles with his internal conflict until they reach Stark Towers. They never once said a word to each other. He holds the door open for her, and she gives him a tight smile, the hidden pain leaking into her eyes. He can't even give her a smile back. Fortunately, the elevator is full of people when they grab the next carriage; he gets squashed in between two loud, elderly men, while Gwen is forced to stand next to some small girl who talks to herself. They are the last ones out of the elevator since their floor was the highest. She stumbles out of it hurriedly, and waits a second for him to step into place beside her. Again, they walk in silence until they reach the lab.

Stark is waiting for them at Gwen's desk, sitting in her chair with his feet up. He's dressed in normal clothing now, though hardly appropriate clothing for a lab. He looks as if he just decided to put his feet up on a desk since there was no couch around.

"Great; you're here. Stacy, you get to keep this desk, but Parker…your desk is right there." He points lazily to a much bigger and more expansive desk in the corner closest to Gwen's desk. It's empty except for a few primary things. Peter nods and follows Stark when he leads him to his new desk, leaving Gwen to stare after them with an annoyed, pained look.

"Alright, Parker," Stark says quietly, taking a quick glance around the room at the other scientists. "Here's the sketch." He takes from his pocket the drawing from Friday. He lays it flat on the desktop, and smoothes out the wrinkles, pointing to what appears to be the screen of the device.

"We know what raw materials are needed to build this thing. That's what Stacy has found out. Otherwise, everything else has been a dead end. We can't find anything on how to get the wires to work or what goes where. I'm pretty capable with wires and technical stuff like that if you didn't already know, but this is some screwed up stuff."

Peter's eyebrows mash together and he frowns, shaking his head.

"I'd need to know more before I start."

"I know. But I think I know where you can start. Gwen can give you the list of raw materials and the purpose the STD is used for, but there's something else, too. Those papers in your room." Stark glares at Peter, giving him a look. "Those are your father's papers. He used them in his research. I think there's something in there that can help us. If he used that research in creating those spiders, then that research should help with the STD. And you – you and the spiders are living proof of the STD."

"What?"

"Use your brain, kid. Ever get that feeling, as if you could sense something others can't?"

Peter nods.

"It's called ESP, or extra-sensory perception. In other words, a 'sixth sense'. It means you can pick up things normal people can't. Like you can sense where someone or something is. Or when there's something wrong around you. It's all in the sensory."

"So," Peter begins slowly. "This machine is like a sixth sense machine, meaning it can track things?"

"Bingo. But in this case, more specifically anything supernatural." Stark snaps his fingers twice and a scrawny kid with floppy red hair runs up, crystal glass in hand, but this time filled with what looks like merlot. He takes a sip and waves the boy away. The boy leaves, shoulders bent forward in defeat.

"Wouldn't that be more along the lines of those ghost hunting devices?" Peter asks, raising his eyebrows as his gaze follows the boy.

"_Supernatural_. Not paranormal. Paranormal is more religious; supernatural is more science-y," Stark offers, waving his drink in the air.

"Oh…so what would it track?"

"Supers like yourself. People with supernatural abilities. Something of that sort," he says vaguely.

"Unlike you," Peter says slyly.

Stark's jaw locks as he gives Peter a cold stare.

"Yes, unlike me."

"Why are you building this, then?"

"That's my business," Stark says loudly, diverting his gaze from Peter's.

"Well, I usually like to know what I'm creating before I start working on it. Sorry, I've just had a bad experience with not following that principle before." Peter's sarcasm earns him a short cursing and reprimanding from Stark. He has to hold back his smirk until he Stark leaves.

"Just build it," groans Stark, stomping away towards his office. Peter grins, happy that his new '_boss_' finally left him alone. He looks at the sketch again, trying to find any clues as to what the device looked to be operating under. With a heavy sigh, he reluctantly walks over to Gwen's desk again. She sits with her head down on the desk, arms wrapped around her head almost protectively.

He clears his throat, unsure of what to say, and she shoots up.

"Yeah, what's up?" she asks cautiously, pushing a loose strand of hair from her ponytail out of her eyes.

"I – er…I was just wondering if I could get – er, get a list of what the device is being made out of."

"Yeah," she whispers. "Sure." She rummages through one of the drawers in her desk until she makes a noise in the back of her throat.

"Here it is," she says softly, handing him a list of objects. Their fingers brush against each other as he takes the paper from her, and she jerks her hand back quickly. Peter stares at his hand for a moment. Did she just feel the same electric shock that he did? He stands there awkwardly, thanking her quietly before hurrying back to his desk. He slides into it, using his hand to involuntarily block Gwen from the corner of his eye. He feels like an idiot, but it's what he's supposed to do. Gwen and him are just lab partners now, and all they talk about now is lab stuff. Nothing else. He doesn't have to sit and make idle chit-chat with her. He doesn't have to make her laugh like he used to. He doesn't have to so desperately try to make her smile since she's going through such a rough time.

Even though he _really_ wants to.

Is it bad to really want to? Well, at least for him and his situation it is. Seriously, why is the world against Peter Parker? Does it have a vendetta against him? For some reason, upturning the desk seems like a really good idea at the moment while his vision blurs red and his grip on his hair tightens.

After a few seconds of deep breathing, he focuses back to the subject on hand.

The project is not an easy one. Peter's brow is constantly furrowed as he thinks back on his father's research, and anything related to the spiders. He doesn't have much knowledge on the whole subject, due to the fact that he wasn't able to ask the only man who seemed to know as much about the spiders as his father did. Dr. Connors is currently in an asylum, locked up and pretty much never going to be let out to see the sun ever again.

Spectacular.

It's around six thirty when he finally looks up from a large pile of scrap pieces of paper. Only five scientists remain working at their desks, including Gwen, the rest having gone home earlier. Like him, Gwen's eyebrows form one straight line as she looks at her research in heavy concentration. He glances down at the notes and sketches he has made, then sets down his pencil, exhaling through his nose. Aunt May probably wants him home now. He shuts off the lamp and throws his papers into one of the drawers, locking it with the key he was given.

Stark comes out of his office, trademark drink in hand, and Peter gets the feeling Stark had been watching him for a while.

"Parker, how far have you gotten?"

Peter frowns.

"Not very far. It's only my first day. I'll bring the research tomorrow, though."

Stark nods, taking a sip, then his eyes land on Gwen.

"How about you, Stacy?"

Gwen looks up, a frantic, harried look in her eyes. She taps her pencil impatiently against the desk, chewing on her bottom lip.

"I'm still stuck on how to connect the radar to the screen. I'm not sure what to use that won't harm the screen and get into the base too deep." Stark nods absently.

"Alright, well…just go home. Get some rest. Be ready for tomorrow. Keep your minds open; remember that." Peter nods as Stark heads back into his office again. He reluctantly wanders over to Gwen's desk, looking at everything but her.

"So, uh…ready to go?"

Gwen shuffles some papers and carefully slides them into a drawer, locking it with a flourish.

"Now I am." She gets up from her chair and pushes it in, accompanying Peter to the elevator. "Thanks for walking me home," she says quietly once they're alone in the elevator carriage. Peter ducks his head.

"No problem."

"I just don't like to pass 25th Street by myself."

"Understandable," he murmurs.

It's quiet until they reach the main floor. Outside, the sidewalks are crowded with people commuting to or from work, the streets filled with taxis and cars. The October wind has obviously cooled down from this morning, and both he and Gwen shove their hands into their coat pockets. Noises are everywhere, and Peter subconsciously cranes his neck in the direction of a wailing siren. He jumps when an arm slips through his own, latching on to him tightly. He looks down at Gwen, who pouts up at him slightly.

"You're not going to leave me, are you?" Her expression is so serious and her voice so sullen, he feels like laughing at her. Except his heart shattering puts the laughter into a dark light. He shakes his head fervently.

"No."

"Promise?"

He inhales sharply. The breeze picks up, ruffling his hair and throwing garbage across the street and down the sidewalks. He looks out into the crowds of people passing them, purposefully avoiding her eyes. He can feel her gaze on him, and he finally nods. Just a quick one.

They head off down the street, melting into the usual traffic of people. Her grip tightens even more on him as they pass alley after alley, all dark with no streetlights. The sky is already a dull purple, casting minimal shadows and creating a small frenzy of chaos for people to get home sooner. Everyone knows that New York is not the town to be wandering around at night. Even Peter picks up the pace, a concerned Gwen latched on beside him. If they were to get jumped, he could defend Gwen and himself, but it'd be sort of risky.

25th Street West approaches them, the usual streetlamp on the corner of where they're supposed to turn out like always. Peter's eyes can't see anything, and there are too many noises to hear anyone come after them. He has half a mind to just pull Gwen onto his back and scale the closest building in the shadows and leap over 25th Street West before someone calls out from the shadows.

"Hey, buddy! Mind sharing that girl of yours?" A rough voice echoes from down the alley they're passing. Gwen's grip on him makes his arm tingle from lack of circulation, but he doesn't pull his arm from her.

"Just keep walking, Gwen," he murmurs next to her ear. She shivers and pulls her coat around her tighter.

"Hey, I was talking to you!" The man's voice gets nearer although they've passed the alley, and Peter's sixth sense kicks in as well as his adrenaline. These kinds of guys really made him sick. He lifts Gwen so she's hovering off the ground and runs to the end of the street, quickly turning the corner onto 26th Avenue. Unfortunately, 26th Avenue is much like 25th Street West. Giving a quick glance around for any watching eyes, he pulls Gwen around him and places her on his back hurriedly.

"Hold on," he mutters, and her grip on him switches to around his shoulders, her legs wrapping around his waist like snakes. He jumps and catches himself on a window ledge before climbing along the brick wall. Gwen buries her face into the back of his neck, a small whimper escaping from her. He climbs faster, looking down now and then at the ground. Before he reaches the top, he looks down just in time to see the man in the alley turning the corner and looking down the street for them. He hops over the roof's ledge silently, and crouches down for Gwen to climb off of him. But she doesn't.

"Gwen, you're safe now."

She gives a little muffled noise, then slides off of his back slowly.

"Thank you," she whispers, her face starch white. Peter looks down at her concernedly.

"Gwen, do you always pass 25th when you walk home?"

"Only from work. But I swear, I'm never walking this way ever again. I don't care how long the other way takes. I've come too close so many times before."

"What do you mean?" Peter asks quickly, his face losing color as well.

"After dad died, my mother wanted me home sooner after school. It wasn't a problem since the quickest way home from school is through the park. But now that I have work, the quickest way home is this way. Always has been. I usually avoided coming home this way, but it's so much longer to go the other way and right now…my mother really needs me."

"What did you mean by you've 'come too close'?"

Gwen looks up at him, a dead look in her eyes.

"What do you think? I used to have a bruise on my knee from always kneeing some guy in the crotch. I had to do it three days in a row once." Peter swallows a lump in his throat.

"That's just sick-"

"Well, what do you expect, Peter? It's New York."

Peter shakes his head. "You should've at least told me-"

"Spider-Man can't save everyone." Her voice is hollow and sarcastic.

Peter swallows again, looking out at the city. The view from the roof is quite extraordinary and picture worthy, but Peter can't even marvel in its beauty for the moment. She's right – Spider-Man _can't_ save everyone. There were still those unlucky people who called for help and didn't get any. Peter winces at the sight of Gwen almost being one of them each night she walks home from work.

"Then at least let me walk you home every night."

Finally, Gwen smiles. It's a weak smile, but it's genuine.

"I was hoping you'd say that."

By the time they reach Gwen's apartment, night has almost fallen. Peter stops in front of her apartment's front door, eyeing the doorman before turning to face Gwen.

Gwen clucks her tongue absently, shuffling her feet back and forth.

"Uh, thanks for walking me home."

"Sure."

"And thanks for, you know, being there with me when…"

Peter nods. It's silent. Gwen watches Peter's eyes swivel from the street to her doorman, and back again. She's been dying to ask a question. She's been holding it in since they landed safely on the ground after Peter climbed down from the roof of the one building they stood on.

"Well, I should-"

"Peter, are you-"

Gwen's eyebrows scrunch together and Peter gives a nervous laugh.

"You first," he insists, nudging her with his elbow.

"Oh, it's nothing really. I was just wondering if you knew about this Friday."

"What about it?"

"Well, since it's Halloween, there's a party at Sarah Larson's apartment. It's nothing special, and it's not a dress-up thing, but I was just wondering if you knew if you were going or…not…" She trails off uncertainly and mashes his lips together.

"I don't know," he starts slowly. "Parties aren't really my thing."

"Oh, right. Okay, I just was wondering because I didn't really know if I was going to go or not and…yeah."

"Well, I don't know – I mean, if you were going, Gwen, I might… I don't know."

"You don't know?" she teases lightly, and he grimaces. What is he doing? He can't make plans to go to a party with her, even if he really wants to. This is Gwen, not some other girl. He can't take her to a party. But for once, the Captain's words don't echo through his head like a repeating mantra. Maybe, since he saved Gwen, he could just…take a night off from his promise. It's like a win-win deal; save Gwen, get Gwen.

He feels like smiling, but he suppresses it. It's only for one night. That's all, and nothing after that. Zero. Zip. Nil. _Nothing_.

"Did you want…to go together?" he asks slowly, wincing with each nervous word, but Captain Stacy's last request still doesn't take up its regular place floating through his head whenever he was near Gwen.

Gwen smiles, then puts her knuckles to her lips to hide it.

"Yeah, sure…sounds fun."

"Cool."

"Yeah, cool."

There's a pause, and Peter swears Gwen can hear how loud his heart is thumping from the leftover adrenaline and nervousness.

"Just kiss her already," someone grumbles from behind. Peter looks over his shoulder sharply to see the doorman wearing a bored expression. Gwen looks ready to burst into laughter, and he smiles painfully at the ground. Suddenly, Gwen's lips are on his cheek, lingering there for longer than necessary.

"Thanks, Pete," she says lightly, leaning away from him. His cheek tingles where her lips had been, and he has an odd, buoyant feeling that he's flying. "I'll see you tomorrow."

"Yeah, see you tomorrow," he says, voice cracking embarrassingly. He shoots the doorman a glare once Gwen's safely inside, and the doorman's shoulder shakes a few times in a quiet chuckle.

"Thanks a lot, man," Peter mutters, turning and walking towards the nearest alley so he could swing home. It's only in the air when a big smile breaks out across his face. _He got Gwen back_. Sure, it was only for a night, but he actually got her back. Without breaking the Captain's promise. Technically. Maybe there are some loopholes he can work with. And with that thought, his smile grows wider.

He starts walking again when he's a block from his house. Glad that he didn't have to bring his backpack home because of no homework, he walks with his hood up, almost breaking into a run when his stomach gives a loud growl. The light from the living room is one, making Peter decide to – you know – take a little shortcut by swinging through the maple trees until he's in front of the house. Leaves fall to the ground when he lands in front of the stairs up to the front porch. He takes the first step, then freezes after he hears a snore.

He tilts his head to one side, searching for the source of the noise. He peers over the ledge of the neighbor's front porch and finds nothing, then peers over the edge of his other neighbor's porch. His heart jumps in his throat at what he sees. Laying down on the rickety porch swing, he sees a girl huddled up, a thread-bare blanket placed over her. Her dark red hair spills out behind her, and her lips form a small 'O'. She snores again.

"Mary Jane," he whispers. It's definitely her. There's no mistaking the hair at all. Suddenly, she stirs, and Peter panics, hurrying up the stairs and across the front porch, flinging the front door open – but a little too roughly. It crashes into the front hallway wall, the newly installed glass shattering and falling to the ground.

He winces, shoulders up around his neck protectively, eyes squeezed together. Wonderful. His aunt comes running into the front hall. She gasps at the sight and looks at a loss for words. Finally, she looks up at him.

"Peter Parker, what am I going to do with you?"

**End of chapter five. I was chuckling lightly at the end. Thought it was a little funny, if I do say so myself. Please review because I'd like to know your thoughts on this story. I liked adding the little party thing in there because Peter is only a teenager and he deserves some fun.**

**Enjoy!**

**TeamSwiss737**


	6. Chapter 6

**Okay, here's chapter 6. I'm excited for this one and I hope you like it as much as I do. Please remember that if you have any questions, feel free to ask them. I'm more than happy to answer them or explain something you didn't understand.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I own nothing related to The Amazing Spider-Man.**

"Are you done yet, Peter?"

"Yes, Aunt May; all the glass is picked up."

Aunt May shoots him an incredulous, teasing smile as he walks into the kitchen with the dustpan in hand full of little shards of glass. She had handed the broom and dustpan to Peter as soon as she got over the fact that Peter had actually broken the glass front door _again_.

"Go on and wash your hands, then. Dinner's ready," Aunt May says.

Peter makes a face, daring himself a quick exasperated eye roll. Aunt May, catching him in the act, swats him with her dish rag. He dodges her second swat and hurries into the bathroom, allowing a small smile. Things between him and Aunt May are strained. Ever since he came home intoxicated by the dart, Aunt May has been full of questions, all being brought to attention at random moments.

He's mentally prepared himself for them even without the knowledge of knowing when they'd present themselves, and he's made a list of things to say for the most practical questions Aunt May would ask. Unfortunately, Aunt May has been asking questions that not even Peter would think of if the positions were reversed.

And the look on her face when she asks him these questions…It's like a combination of pure curiosity, and disappointment, as if every answer out of Peter is one that deserves a good scolding. Well, he does deserve a scolding from all of the curfew breaking. Not that he'd ever admit he breaks the curfew rule every night. A reprimanding from Aunt May is something he can't decide if he wants, or not. Getting scolded is better than feeling her accusing and grieving eyes on him every night.

When he comes back from the bathroom, his food is already on his plate and Aunt May sits picking at her mashed potatoes. He gives her a tight-lipped grin before dropping into his seat next to her. It's quiet for the first few minutes, and Peter's stomach gets an uneasy feeling that more questions would be thrown at him soon. But Aunt May doesn't say anything, and Peter decides that he'd ask the questions then. One had been on his mind since he cleaned up the glass.

"Aunt May, did the neighbors move?"

"The Henderson's? No, they're still here."

"No, I'm talking about the other neighbors."

"Oh, you mean Anna? She's still here and as far as I know, she's staying." She looks up at Peter, a twinkle in her eye that makes Peter gulp and almost choke as a green-bean slides down his throat whole. "Why the sudden interest in Anna Watson?"

He shrugs as nonchalantly as possible. "I don't know…just wondering."

"It wouldn't have anything to do with her niece, Mary Jane, would it?"

This time, Peter does choke. He coughs into his milk as he takes a sip, eyes tearing up considerably. Aunt May only watches with silent interest and amusement.

"Uh – no, no…I – uh, didn't even know she has a niece," Peter gasps, wiping at his eyes.

"Well, she does…she's very pretty, too. Much like that Gwen girl."

Peter nods absently, ducking his head as he plays with his fork. Really? They have to talk about this? Aunt May laughs once, causing Peter's head to snap up.

"Oh, Peter," she says, a kind smile on her face. "Why are you so shy when it comes to girls? You're a perfectly nice boy… I don't know why you get so flustered around them."

"I don't get _flustered_," says Peter indignantly, stabbing moodily at his chicken.

"Peter." His aunt gives him a knowing look, and he cringes.

"I honestly would like to NOT talk about this, Aunt May, if you don't mind."

"Do you think she's pretty?"

"Aunt May-"

"I think she is. But that Gwen is very pretty, too."

"_Aunt May-_"

"You and that Gwen girl would look so nice together. Didn't you say you like her?"

"I'm taking her to a party, Aunt May!" Peter says loudly at his first opportunity to speak. Aunt May's eyes widen as they turn to look at him.

"Who are you taking?"

"Gwen."

"Really, Peter? Oh, that's so nice of you. When's the party?"

"This Friday. I was going to ask you if I could go."

"Well, of course you can! I'm sure you and Gwen will have a great time." She smiles at him briefly before a frown graces her lips. "No drinking, though," she adds sternly.

He makes a face, but nods, happy that the conversation at least changed. He never wants to talk about girls with Aunt May ever again. Peter answers Aunt May's questions as nice as possible, but by the fourth time he explained to Aunt May how he asked Gwen to go to the party with him, he was getting pretty irritated.

"Aunt May, can we please stop talking about this now?" Peter begs from his position at the sink, drying the last of the pots. He had thought that Aunt May would've stopped asking him questions about the party and Gwen went he left to go wash the dishes, but unfortunately she had only followed him, arms crossed and smug expression on her sweet, lined face.

Aunt May chuckles from her spot leaning against the island and sips her tea before jerking her head in the direction of the stairs.

"Fine, you're free to go."

Peter breathes a sigh of relief before quickly kissing his aunt's cheek and hurrying out of the kitchen and up the stairs, barely calling out a 'good-night' to her. He slams his door closed, and glances at the clock.

8:24. He groans. Aunt May wouldn't be asleep for at least another hour, leaving him with nothing to do until 9:30. He's restless, thanks to Aunt May's constant stream of questions leaving him jumpy and on edge. A permanent dull blush has resided in his cheeks, leaving a warm feeling in his face. He groans again and heads into the bathroom. After splashing cold water onto his face, hands, _and_ arms, he gives up, feeling no change in his temperature whatsoever.

He's always hated the heat. He's always hated the feeling of being sticky or greasy or slimy from sweat pouring down his forehead and back. It's disgusted him to some degree. That's why he loves New York. You could always count on it for long, cold winters and shorter, milder summers. Except, the weather changed drastically with each new day. Just take today for example: it's almost November and the temperature was 67 degrees.

Thanks, global warming.

He runs the shower cold, feeling as if his whole body was flushed instead of just his face. He sits in it for a long time, letting the water drench his aching body; hey, even super-humans pulled muscles. He scrubs his face every once in a while, and pushes his sopping hair out of his eyes. As the water runs down his back, he lets his mind wander over to the girl he saw sleeping on his neighbor's front porch.

Mary Jane.

Where did she come from? Why was she here? He's never seen her before, although she looks about his age. Maybe she goes to a different school. A part of him almost wants to ask Aunt May if she knows anything about her, but he really doesn't want to talk to Aunt May about girls again. And what would she say to him asking about another girl when he already told her he's taking Gwen to the party?

He crosses his arms, finally feeling the effects of the cool water take over his body, causing goose bumps to run up and down his skin. Mary Jane gave him this weird vibe, as if she knew something about him. He could've sworn there was a spark of recognition in her eyes as she looked him over in the elevator, but it was kind of hard to tell when all he could think about was how pretty her smile was and how – for want of a better word – _happy_ it made him feel.

He shivers once, then shuts off the water forcefully. He doesn't like Mary Jane – _honest_. It's like she knows a secret of his, he just can feel it. And that's not the best feeling to have.

He pulls on his suit after a moment of consideration, then throws on a pair of pants and a long-sleeve over it. He sits down at his desk, finding nothing else in the room to occupy him, and grabs his father's research, wondering if what Stark said was true, and something in his father's research could help with the STD. Looking at his father's research always caught him a little off-guard.

For one, his father had written down everything with no mistakes, as if the information had been a repeating string of words through his mind until he had it memorized down to the last syllable. That's one thing he shares with his father. Then there was the information itself. There are so many symbols and words he hasn't even seen before, so how the hell is he supposed to use his father's information for the STD when he couldn't even figure out the information?

It comes to him suddenly. Dr. Connor's book. Practically throwing the research onto the floor, he jumps out of his desk chair and drops to the floor on his hands and knees. He put it – well, _tossed_ it – here not that long ago…

He sticks his hand under his bed, blindly searching, until finally his fingers glaze over the glossy cover. _Yes_.

He drags it out and brushes the coating of dust off of the top of it, only to read the back of the book. His eyes immediately fall onto the small picture in the bottom left corner. Curtis Connors looks up at him peacefully with a serious expression on his face. Who would've known a man went from writing a master-mind book to being bound in a strait-jacket.

What is the world coming to these days?

He sneezes a few times – probably because of the dust – and opens the book up to the glossary. It's not a very big glossary, but it's an unusual one. There are no words, only symbols. Symbols that match up with the ones taking up large amounts of space in his father's research. Alright, here's a rectangular-ish one with two circles in the middle of it that pops up a lot. Peter's eyes fly back and forth across the page, along with his finger, both scanning for the symbol and its meaning.

Peter's heart skips a beat when he finally spots the figure. He bends over to read the meaning in the dark light of his room before giving up completely.

"Ugh-" he groans, throwing down the book and stretching up to snap on the lights. He picks up the book greedily, wishing in the back of his mind that his aunt wouldn't come to check on him anytime soon. He almost snarls when he's lost his page, and flips through the book again forcefully. Finally, he reaches the glossary again and finds the symbol quickly.

"Biosignal…measured on a scale of one to ten on how strong the unique DNA of the species is," Peter whispers to himself. "Biosignal."

He's never heard of it before, and the small explanation doesn't give much to work with, but it's something. He sneezes again, feeling a sudden headache coming on. He'd just figure it out tomorrow after school. Thoughts about the man that had leered at Gwen when they were walking from Stark Towers trickled into his brain as he moved from the floor and into the bathroom. He opens the medical cabinet, knocking over a bottle of eye drops in the process of finding the tub of ibuprofen. Popping two pills into his mouth, he swallows them dry and tries to force them down his throat before giving in to a sneezing fit.

God, what is with him?

~ sm ~ sm ~ sm ~ sm ~

He barely manages to shut his window after he lands (not so gracefully) on the floorboards of his room. Tonight, unlike most nights, was filled with action. Everywhere he turned, either someone was robbing a bank, or someone had just hijacked a car. Okay, so he knows that he had asked for action a few days ago, but seriously, couldn't a guy catch a break? And to top it all off, he's not feeling his best.

A superstition floats through his exhausted mind, and his hatred of superstitions only increases. _Be careful what you wish for_. What a lovely saying. He thought that wishing was supposed to be something hopeful and amusing, something that gave a person happiness; not something that put people on edge and gave them a nervous twitch.

He collapses into his bed after tearing off his suit, only clad in his boxers, and pulls the blankets over his head. _Rough night_, is the last thing he remembers thinking before drifting off into an uneasy sleep.

He wakes up not an hour later to the sudden swooping sensation in his stomach. It reminds him of the time he went to Coney Island, and rode the Cyclone. He was eight, and Uncle Ben had taken him there during his summer vacation. At that age, roller coaster had made him sick; he eventually got over it (well, he should be over it hence the roller coaster feeling he got every time he swung through New York City), but the feeling abruptly brought back the memory.

Uncle Ben's face swam through his mind as he blindly stumbled into the bathroom and puked his dinner up, as did the feel of Uncle Ben's hand on his back as Peter puked up his lunch after riding the Cyclone for the first time. He doesn't remember when Uncle Ben's hand became someone's real one, but the feel didn't go away as Peter puked and puked and puked. The vomiting was endless, and when Peter finally feels as if his stomach is calm enough to move, he feels empty and weak.

The presence next to him sighs softly, helping him up and half-carrying him to his bed. He pulls the blankets up around him, wishing he had brought them with him to the bathroom. He's freezing; shaking so hard his teeth chatter. Someone tucks the blankets in tightly around him, preventing any breezes to leak through the blanket and penetrate his skin.

"Peter," a soft voice says. "No wonder you're sick; your window is half-open."

He almost opens his eyes. Almost.

He's up and out of his bed faster than a track Olympian, running to the bathroom with one hand clamped over his mouth. This time, though, he brought his pillow and blanket.

Aunt May finds him asleep on the bathroom floor with his head resting on his pillow underneath the sink, and his face contorted in plain discomfort. She gently rouses him awake, and he almost cries. It had been his longest period of sleep so far. _Why_ did he have to be woken up?

"Come on, Peter, you have to move."

He shakes his head. Can't he just sleep?

"Peter, let's get you to your bed."

"No," he whispers, snuggling into the cocoon he wrapped around his body.

"Alright, fine," Aunt May sighs. "I'll just get someone else to move you."

He nods unconsciously before his senses dissolve into nothing…

"Easy, there, Tiger. I'm not gonna hurt you," a high-pitched, sweet voice says, laughing slightly.

Peter pushes against the hands trying to lift him off of the ground. God, he feels terrible. Couldn't these people see that? Didn't they understand that when someone's sick, they usually should be left alone?

"No," he groans, earning two different sighs.

"I don't know, Mrs. Parker. He's too big for me, too. Aunt Anna might be able to lift him up, but she's at work right now," the high-pitched voice says quietly.

"Oh, that's alright, Mary Jane," says a voice that Peter recognizes to be Aunt May's. "And please, call me May."

"I can have her come over later, or I know someone close by who could help, but he's busy right now too, and wouldn't be able to come for another hour."

One more sigh echoes throughout the room, and Peter frowns. _Just LEAVE_, he thinks harshly. His head is pounding, his body aches, his skin hurts when he touches it, and the constant uneasy feeling in his stomach makes his head spin.

"Honestly, you're fine, dear. We can just leave him and maybe he'll get up on his own sometime. Now, come down and have some tea and we can both hope together that the snow they're promising isn't real." The high-pitched voice laughs at Aunt May's words, and Peter hears the two people leave. Finally.

~ sm ~ sm ~ sm ~ sm ~

"Peter…"

Her voice is like an old bell's lost in the wind: sweet, low, and slightly throaty. He whips his head around to peer at her through the unyielding down-pour of rain, squinting. Her figure is hazy, but recognizable, long hair floating and curling behind her, giving her the appearance of being underwater. His feet slosh through a puddle as he instinctively moves towards her.

"Peter…" she echoes.

His heart starts hammering when he's finally near enough to see every last freckle on her face. She tilts her head up to look at him, smiling softly with her eyes half-closed.

"Peter…"

"Gwen," he breathes. "What is it?"

"I need you, Peter. I'm all alone…" She closes the gap between them and Peter gulps, feeling her warm breath wash over his neck. Her thin arms wrap around his back, bringing him closer to her. On instinct, he cradles her face in his hands, handling it as if she was made of glass. Her smile fades, and her breathing becomes shallower with each inch separating them vanishing as they lean towards each other, drawn forward as if by their lips.

"She knows," she whispers suddenly, stopping Peter's lips in its journey to Gwen's. He leans back.

"What?"

"She knows, Peter. She knows who you are. And that's not good – she can _expose_ you."

"Gwen, who are you talking about?" Peter asks frantically, eyes roving over her face.

"I can protect you, though. I can stop her. She's after you, Peter Parker, and I'm the only solution."

"Gwen, please-"

Suddenly, his hands are grasping nothing but air, and Gwen's body is no longer pressed against his. He spins around, searching for a sign of her through the rain. He shakes his head, grabbing a handful of hair, slumping to the ground.

"Gwen?" he calls out.

"Peter!"

"Gwen?"

"Peter, get up!"

"Gwen! Where are you?"

"Peter Parker, get your bottom off of this floor and get straight into your bed!"

His eyes fly open, only to stare at a porcelain pedestal with pipes protruding from it. A sink. Wait, a sink? He groans, eyes fluttering shut again. He feels as if his head was beat into the ground multiple times along with his stomach. Was it possible to get a work out on your abs from puking so much?

"Oh, no you don't," he hears Aunt May scold gently. Something nudges his shoulder and he groans again.

"Peter, you need to be in your bed, not on this bathroom floor." He grunts, burying his face into his pillow. He wants to dream again; he needs to understand what Gwen was talking about.

"Peter Benjamin Parker, if you don't get out of this bathroom and into your bed in the next minute, I will call that Gwen girl personally and tell her you can't make it to the party!" He opens his eyes once more before giving a grunt and lifting his head from the pillows. He looks around dazedly before his eyes rest on Aunt May's face, which swims in and out of focus the more he tries to look at her straight.

"Come on, up you get." He reluctantly shifts into a kneeling position, shivering as his blankets fall off of him. Aunt May smiles at him sadly as she moves to help lead him back into his room and into his empty bed.

"There," she says once he's tucked back in. "This at least will be more comfortable."

He nods his head slowly. He feels disgusting, and achy, and…sad. He really wanted that dream to be true. Aunt May puts a fleeting kiss to the top of his head and leaves, returning not long later with some saltines and a glass of water. She places it on his bedside table and leaves again, shooting him a quick smile before she shuts the door gently. He stares at the crackers for a moment, faintly hearing more than just Aunt May's voice downstairs. Maybe she's watching TV.

He reaches over weakly and grabs the nearest cracker, stuffing it into his mouth in agreement with his snarling stomach. Not long after, the regular swoop puking feeling invades his system, and he runs to the bathroom again, bending over the toilet as if it was a lifeline. Being sick sucks.

~ sm ~ sm ~ sm ~ sm ~

"101.4," Aunt May reads, a relieved smile forming on her lips. Peter sighs deftly and sits up, shoulders slouching forward in reluctant exhaustion. He hates just sitting in bed doing nothing. He's been so sick, he didn't even do his regular nightly patrols last night. It's already early Wednesday morning, and Peter hasn't seen anything but his room, the bathroom, and the inside of the toilet since Monday night. He had slept on the bathroom floor from 6:58 a.m. Tuesday morning to 5:39 p.m. Tuesday night. That was when Aunt may finally woke him up and demanded he get into his own bed.

After a night full of tossing and turning, Peter had woken up at around three in the morning, not to an uneasy stomach, but to an uncontrollable fever of 103.6.

Aunt May, on the verge of tears, had begged and pleaded with Peter to let her take him to the hospital – he was_ 'four degrees away from death, for crying out loud!' _He declined her, saying that he'd probably cool down after a cold shower or bath, but even he couldn't convince himself that one of those would work. Truth was, he didn't know what would happen to him if he did go to the hospital. What if they took a blood sample to see if he had any diseases or something? What would happen when they see some freaky DNA crap in his system?

Eventually, Aunt May gave in, and he barely got her to _not_ help with his bath. The bath unexpectedly did work, bringing his temperature down to 102, and now 101.

"Feeling up for soup yet?" Aunt May asks quietly. He nods and barely registers Aunt May leaving, his mind somewhere other than food. He can't stop thinking about the dream, Gwen, what the dream meant, Gwen, Mary Jane, Gwen, what Gwen said, and pretty much Gwen. She's everywhere, making him all the more restless to get out of this bed and see her, make sure she's safe and hasn't vanished into thin air like in his dream. He needs to see her, needs to ask her questions, although there's only a slight chance she'd even know what he was talking about.

There are so many different meanings to what Gwen had told him in his dream, but there's little to no possible way to find out what her words meant exactly. Aunt May comes back, startling him from his thoughts.

"Eat this, and we'll see how you feel tonight. I have to get to work, so you just rest and try not to move around too much." She gives him a look, but before Peter can comprehend what type of look it is, it's gone. She pats his cheek and heads for the door, but stops before leaving the room.

"And, Peter…I love you."

"Love you, too, Aunt May," he mumbles, feeling as if she knows what's on his mind and what plans he has for the day while she's gone. Aunt May smiles briefly before shutting the door tightly. He waits until he hears the sounds of Aunt May driving Uncle Ben's car fade away, then hops out of his bed. He doesn't feel nearly as bad as he did on Monday evening, or all of Tuesday. On the contrary, he feels really refreshed and wonders if his body temperature was normally this high since he got bitten. You never know.

It's in the middle of his cold shower when he hears a crash. A loud, ear-splitting crash. He freezes, trying to strain his ears to hear anything over the sound of the water falling on him. There's nothing but silence, and Peter shuts off the water quickly.

_Burglar_, is the first thing that Peter thinks of. But in a crime-watching neighborhood in the middle of the day? Smart burglar.

Wrapping a towel around his waist, he bursts into his room and takes his bulletin board down, exposing a small square alcove in the wall where his suit sits. He seizes it and pulls it on in record time, still pulling on his gloves as he runs into the hallway, mask tucked protectively underneath his armpit.

He jumps and lands upside down on the ceiling as light as a feather, palms lying flat against it. He crawls along the ceiling and eventually down the wall next to the stairs. He looks sideways at the entry hall, finding nothing out of the ordinary. It's the same for every other room, too. Sighing, he stalks off into the kitchen, grabs a glass of water and sits at the sink, thinking about how paranoid he is. The crash had probably just been a garbage truck or something.

Wrong.

_Boom! Boom! Boom!_ Dropping the glass, Peter flings himself on top of the fridge, eyeing the back door frantically, his heart going a million miles an hour, surprise adrenaline coursing through his veins, as someone pounds on it, clearly wanting to get in. There's a dark figure casting a large shadow into the kitchen through the small panes of glass on the back door, but suddenly, it disappears. Peter tilts his head to the side, wondering if whoever had been there before decided to leave.

_BOOM!_

Shards of glass fly at him as the door is busted down, and he covers his face, quickly throwing on his mask. There's dust everywhere, and the first thing Peter sees is the back door lying in splinters all over the kitchen floor. His jaw drops and a moan escapes – what was he going to tell Aunt May? – and he's about to complain to the intruder until the intruder speaks first.

"Yeah, I'll get that replaced for you."

Peter looks up, jaw dropping even further.

"Stark?"

"One and only."

Peter opens and shuts his mouth repeatedly, looking around to see if he really is in his kitchen with his back door destroyed and Iron Man standing on top of it. Stark's helmet retreats back into his suit and he gives Peter a glare.

"Where've you been?" It's the tone in Stark's voice that brings Peter back to his and Gwen's confrontation on his front porch that one day long ago. Well, about a month ago. It's accusing, yet curious with a subtle hint of concern.

"Sick; you can ask my aunt. Why'd you break down my door?"

"Sick?"

"Yeah, like the flu. Why did you have to break down my door? Couldn't you just have knocked?"

"It's not fun unless you break down a door." Stark looks around the kitchen in curiosity.

"What? Is that your motto?" Peter asks sarcastically, lowering himself from the fridge and brushing off the dust from his shoulders.

"Only when it's not 'drink 'till you can't see straight'."

"Ah." Peter bends over, grabbing the biggest pieces of his back door.

"I'll get that replaced for you," Stark repeats easily, stepping over a few splinters and the doorknob. Peter rolls his eyes and takes off his mask, tossing it onto the counter before heading into the cupboard and grabbing the broom. When he turns back to the kitchen, Stark's gone.

Peter exhales heavily, squeezing his eyes shut. He feels as if he was suddenly given the job of babysitting as soon as he realized the burglar was Stark. Stark is just someone you've got to have an eye on. He can only imagine how much stress the government gets from him.

"Tony?" Peter calls out, eyes to the ceiling. No answer. "Stark?" he tries again. Grumbling, he flings the broom down and stomps off into the living room. No sign of Stark here. Not in the bathroom or the hall either.

"Stark?"

Stark appears suddenly descending the stairs looking intensely at what can only be his father's research.

"Are you done prying around my house yet?"

"Quiet, I'm reading," Stark snaps, his eyes not moving from the papers. Peter sighs and goes back into the kitchen to pick up the rest of the pieces. When he's finished sweeping the floor, he marches back into the front hallway to find Stark in the same position as he left him, shocking Peter slightly.

He doesn't say anything, but more watches Stark's expression as he flips over papers and scans things, silently mouthing words to himself. Finally, Stark lifts his head, and a brief smile is flashed at Peter.

"This is what we need besides you."

"Yeah, I know. I found something last night called the biosignal, and I think that's what we're looking for."

Stark nods. "I know. I was just afraid that it didn't exist anymore, but this proves me wrong."

"Okay…well, is that all you need, 'cause I really need my back door fixed?" Stark rolls his eyes and waves a hand at him.

"Yeah, yeah; a new one will be there before your aunt gets home. And as for you, I want you back at work _tomorrow_. I'll keep the research and see if I can get anything done myself, but I'm very busy, as it is." Making a face, Stark walks over to the front door. "Looks like you need this door replaced, too, Parker," he calls out before leaving. Peter groans and rubs at his temple.

"I heard that," Stark says, sticking his head back in the house. "And you're also free to go to your _little party_ with Stacy on Friday."

Peter raises his eyebrows at him, mouth falling open slightly in mild bewilderment.

"I know an opportunity when I see one, Parker, and _this_ is an opportunity." He winks once before his face falls into the usual bored expression, and then he's gone. Peter faintly hears the sounds of Stark moving down the alley next to his house before a blue light quickly followed by a silhouette of a man flashes through the kitchen window. And he's left alone.

Knowing that Aunt May would ask questions about the new front and back doors when she got home, Peter reluctantly climbs the stairs to his room and throws on some street clothes over his suit. He'll just have to wait until tonight to stretch his arms and legs again and feel the exhilaration from swinging through the city.

He sits on the couch watching the news (something he does quite regularly now) with a bowl of popcorn in his hands. He hasn't had much to eat, thanks to his fragile stomach, but he suddenly got a big craving for it. Making sure to not drop any kernels on Aunt May's freshly vacuumed floor, he stuffs one handful after another into his mouth. The calming voice of the news anchor puts him to ease, slowly draining the adrenaline (an effect of Stark's grand entrance) from him. Soon, his eyes are slipping shut from the lack of peaceful sleep over the past few days…

He's falling. He feels as light as air as he free-falls backwards to the ground. But surprisingly, he's okay with it. He feels as if he deserves it and this had only been expected. And he doesn't even flinch when Dr. Connors as the lizard appears out of nowhere, sinister smirk drawn on his lips before he opens his jaw wide, as if to swallow Peter whole-

"How can you say that, Harry? After all we've been through!"

A shrill voice muffled by walls pierces Peter's ears, and his eyes fly open. His heart is racing, despite the slow-motion effect his dream hosted.

"It's not hard to say, Mary Jane. I've seen the way you look at him! Why can't you just tell me that you like the kid?" This time, it's a male voice. It's deep and has a soothing edge to it although it cracks every now and then with each heated word.

"I don't like him! I never have! It's like I said before – it's my _job_ to be around him."

"Then why can't you tell me the details about why you have to stalk him?"

"Because – because I can't, Harry! It's my business-"

"Your business? You think it's just _your_ business when it has to do with us and our plans for the future together?"

"Don't see it like that, Har-"

"Dammit, Mary Jane! I can't see it any other way!"

The walls of these houses have always been thin.

There's a loud slam and a soft sob follows closely after, drowned out almost instantly by the sound of tires screeching as a car makes a quick getaway. The sobs grow louder and Peter sits up slowly. The conversation obviously didn't happen in his house, but more like the one next door. He strains his ears when the sobs eventually die out, listening for any sounds of maybe anger or frustration. When none comes, he lowers himself back into the couch, wondering idly about what the unknown man and Mary Jane were arguing about…

Aunt May comes home about an hour later, five-thirty on the dot. She looks at Peter disapprovingly when she sees him relaxing on the couch, a giant empty bowl of popcorn in his hands. Before she starts dinner, she empties the garbage and places the bag in front of Peter, blocking his view of the TV.

"Well, since you're feeling so much better, I suppose you can take the garbage out now?" She raises an eyebrow at Peter, daring him to contradict her. Blushing slightly, he hands Aunt May his bowl and grabs the garbage bag quickly. Stopping only to look at the new back door – Stark must've installed it while he had been sleeping…and it's even an exact replica of the old one! – he hurries into the back alley next to his house to throw the garbage bag into the trash bins sitting at the bottom of his driveway.

He notices her as he's walking back up to the house. It's funny; you would've thought with his sixth sense and all that he'd be able to – er, feel her presence…but he didn't. She's looking up at the night sky, a dark brown coat wrapped tightly around her. The weather has changed once more into regular cool October air of 53 degrees Fahrenheit instead of the summerish air of 65. He welcomes it warmly, although a rush of warmth floods him suddenly when he sees her. His heart skips a beat, and he's suddenly on edge.

The smoke infiltrates his nose before he sees the cigarette in her left hand. His nose scrunches up slightly. Ever since the fire on 57th, he's never really liked smoke. Especially when Aunt May had accused him of smoking when she got a whiff of his clothes.

He stops in his tracks as soon as she turns her eyes – which he notices are green, not blue – to him. One corner of his mouth twitches up in a nervous half-smile, though it doesn't reach his eyes. She, on the other hand, breaks out into a full-blown beam before dropping her cigarette to the ground and stomping on it with her flip-flop.

"You must be Peter," she says brightly though he can see that her eyes are puffy and red from crying.

Peter nods. "Yeah," he says nervously. "That's me."

She takes a step towards him and he notices the way she wrings her hands tightly, as if debating about something. It puts him on edge even more. Tension. That's what he feels when he's around her. It's like the feeling he got whenever he and Gwen were silent, him just wanting to kiss her senseless but too afraid to do so. In other words, sexual tension.

Wait, he takes it back; he didn't mean it that way. There is absolutely NO sexual tension between him and this Mary Jane. None at all. The electricity in the air crackling like a whip suggests otherwise.

"Well, it's nice to finally meet you."

"Yeah, uh, it's – it's nice to meet you, too…"

"Oh, sorry – I'm Mary Jane, but you can call me MJ." She holds out her hand and he reluctantly takes it, giving her a weak shake and ignoring the weird feeling in his stomach as she squeezes his hand gently.

"Okay, then…MJ."

She nods simply, then tears her eyes from his to look at the sky again. Just when he thinks he can slip back inside, she speaks.

"I wish I could see the stars again," she whispers almost to herself. "I miss them so much." He shifts uncomfortably, unsure of what to say, one foot angled awkwardly in the direction of the back door.

"I used to see them all of the time, back home, but now that my dad…" She trails off quietly, then glances at him, seeming snapped out of her thoughts. "Sorry, I didn't mean to bore you with my deep inner-thoughts."

He chuckles once.

"No, I can relate." She smiles at him.

"I guess it always sounds better in your mind, doesn't it?"

"Pretty much."

There's another pause until Mary Jane sighs, hugging her coat closer to her as a strong breeze kicks in.

"Well, it was nice meeting you, Peter."

"And you, MJ." The corner of her lip twitches up, and she brushes a strand of dark-red hair away from her face. That's when Peter sees the ring; it's a large diamond ring on the third finger of her left hand. There's no mistaking it for an engagement ring, although she looks about the same age as Peter. He doesn't say anything, though, his eyes diverting from the fancy piece of jewelry before she notices him looking. She gives a little wave before scrutinizing him quickly once more, then turning and walking into the house, shutting the back door gently.

He waits until he knows for sure that she's inside before bounding to the back door and wrenching it open. He wants to be as far away from Mary Jane as possible. Aunt May looks up from the stove, startled.

"Sorry, thought I saw a raccoon," he lies smoothly, avoiding eye contact. Aunt May smiles at him teasingly.

"What? Peter Parker can't handle a scrawny little raccoon?"

"I swear this one had green eyes, Aunt May." Aunt May gives a soft chuckle before delivering her usual command for Peter to wash his hands before sitting down to eat, having only heated up the leftover spaghetti from Sunday night. Like always, Peter smiles at her cheekily before departing for the bathroom, and gives her another cheeky smile when he emerges from it. Like always, they sit at the table and talk like a family – a small, broken-up family. And like always, he slips out of his window later that night, when he knows for sure that his aunt is sleeping soundly and peacefully.

It's become a routine thing for him: wake up, school, homework, think about Gwen, dinner, think about Gwen, patrol the streets of New York as Spider-Man while thinking about Gwen. Who would've thought that all of it would change? Now it's wake up, school, work, dinner, homework, think about Gwen, patrol the streets of New York while thinking about Gwen.

But hold on tight, Peter Parker, because it's all about to change – again.

**I know! Uber long chapter…took forever but I just needed to include so many things. I am so sorry I haven't posted in like, four days. I feel really bad! Please don't forget my story! I'm still working on it as hard and fast as my busy schedule will allow. Thank you for the reviews, and more are always welcomed but not necessary. Enjoy!**

**TeamSwiss737**


	7. Chapter 7

**Alright, here's chapter 7! That last chapter was incredibly long and nearly drove me over the edge to get all of the information into it. It could've gone on and on, considering I wanted to put the party in that chapter, but I like to have a consistency with the lengths of my chapter, so I decided the party would come within the next two chapters.**

**An absolutely HUGE shout-out to a girl named Sabrina. You are brilliant! Thank you so much for the encouraging words; you're too kind! And I took what you said in your review to my mind…I have a lot of plans for Peter/Gwen at the party, but you have to read on to find out!**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

By Thursday morning, Peter's feeling rejuvenated; maybe it's the feeling of not throwing-up everything anymore. Maybe it's the feeling of getting back to work with a lead on his father's project. Maybe it's the oncoming weekend that has lifted his spirits like any other normal teenager. Or maybe it's the party he's going to with Gwen tomorrow night.

It's a hands-down winner, there.

All throughout the school day, every glance, every pass, every smile from Gwen got his stomach churning and his heart to leap into his throat. And she'd notice, too, much to his embarrassment. Sometimes she'd blush and look down. Sometimes she'd visibly laugh at him. Sometimes she'd get this look in her eyes, as if she was just begging to be closer to him.

He ditches lunch today to work on his math homework, almost skipping to the library because of the playful smile Gwen had shot him while he stood at his locker. It's nearly empty when he enters; only the librarian and a few other students sit at the makeshift tables since the others were destroyed in Peter's battle against the Lizard. Blushing lightly from the guilt, he sits down at the closest table; in this case, five desks pushed together. All of the shelves in the library are empty, the books having been placed on book carts behind the librarian's desk. Now if you wanted a book, you'd have to ask the elderly man – _very_ _loudly_ – if he could find you the book you needed. It always took about three tries on the aging librarian's part.

With an unenthusiastic drive, he begins his assignment lethargically, purposefully going slow so as to constantly occupy his thoughts with mathematical formulas and variables. He needs to take his mind off of Gwen, and how he can't help the smile from appearing on his lips every time he sees her. He needs to focus, otherwise he'd get nothing done. Unfortunately, he finishes his assignment easily and with fifteen minutes left in the hour to spare. Fifteen lengthy, excruciating minutes.

She's always in the back of his head on the rare occasions he's thinking about something else, like Aunt May, or the project, or grades. But that's about it. When he's not thinking about anything, she's the center of his attention. All of the small moments they've had together, all of the smile-exchanging, all of the soft touches, all of the kisses, play through his head like a movie reel. But like every other movie, there's always the sad moments: the way she told him she was afraid of losing him; the way she walked with shocked, grim defeat after leaving her father's grave, with him far from her side; the way she tried to hold herself together when he told her he couldn't see her anymore.

A portion of him feels guilty for all of the happy moments. A portion of him feels guilty for all of the sad moments. He's ashamed that he led her on like that, practically telling her he loved her but in the end, he let her go, but he's also ashamed that he caused her so much pain, not being there for her when she needed it most. He has regret for only the sad moments, though. He wishes desperately that they never happened. A small voice in his head brings something to his attention – _but they did_.

Slamming his math book shut, he packs his things up and stalks out of the library.

_Get a grip, Parker. You already promised her you'd take her. Don't convince yourself what you're doing is wrong – you deserve a night with her. _She_ deserves a night with you. You put her through hell; the least you can do is comfort her for one night, then separate yourself from her completely._

Yeah, maybe that's what he needs. One last night with her, and then he'll let her go easily. He'll make her a promise that he'll stay away for good and not bother her again; it'd just make things easier. Maybe that's what the both of them need. His stomach squirms a little at the thought of him saying good-bye again – a proper good-bye, though. With all of the looks she's giving him, and the looks he's giving her in return, the good-bye won't be an easy one. But it's necessary.

_She'll be safe_, he keeps reminding himself as he heads to his next class, passing the principal's office as he goes.

"…Ms. Watson, I'm sorry, but I can't have you just wandering around our school because of some job you were given."

"It's not just some job, Mr. Hawthorn. I was given it to by Tony Stark, who in turn got permission from the U.S. government."

Peter freezes as soon as he hears Mary Jane's smug voice. He looks back at the door to find it ajar, letting anyone who passed a chance to hear what Mary Jane and Principal Hawthorn are talking about. He leans against the wall five feet from the open door, his mind whirling. Principal Hawthorn speaks again.

"Well, I'd have to see the legal documents myself, Ms. Watson, before I let you enroll in this school and follow around one of my star students, all without telling me the reason why." Principal Hawthorn sighs.

"It's something I can't reveal, I'm sorry. You'd just have to trust me."

"Look, you seem like a nice girl, Ms. Watson, but I can't allow you to follow Mr. Parker – even if the government says you can."

Peter's breathing standstills and he risks a glance through the principal's office windows. Mary Jane sits with her back to him and her legs crossed, red hair tied in a bun resting on the back of her neck, resting in one of the visitor chairs. Across from her, Principle Hawthorn sits with his fingertips together, resting his elbows on his desk. He wears a look of exasperated acceptance.

Peter's eyes widen and he finally sucks in a deep breath. So that's why Mary Jane's been around lately – Stark got her job of following him. But why? Does Stark not trust him? And if she's been following him, is his feeling right? The one about Mary Jane knowing his secrets? And what secrets could she possibly know?

"It's not really following, just keeping an eye on him, making sure he doesn't get into any trouble."

"I understand, but I can't let you 'watch out' for Mr. Parker until I see those papers," Principal Hawthorn explains, his voice weary yet somewhat amused.

"Well, could I have my boss come in and talk to you then?"

"You mean Tony Stark?"

"Yes. He'd be more than happy to come in and explain my job for you."

Hawthorn pauses.

"I'm not sure, Ms. Watson. If he really would like to come in and argue his case, I'll listen, but in the meantime, I can't let you enroll here just on Peter Parker's sake, government-approved job or not."

Mary Jane exhales profoundly. "Alright, I understand. Thank you for your time." She gets up from her chair and shakes hands with Hawthorn, nodding at him before moving towards the door. Peter panics, pushing off from the wall quickly and running as fast as he can in the direction of his locker.

He slumps against the wall once he reaches his locker bay, breathing heavily. His brown eyes blink rapidly as he tries to comprehend what he just heard. It all makes sense, though – at least to some degree – the appearances of Mary Jane at the least likely of places: his work, his neighborhood, and he's pretty sure she was even in his _home _while he was sick. The tension between the two of them makes sense, too. She's been trailing him, trying hard not to be conspicuous or seen, but he finally was forced face-to-face with her last night. She _had_ been keeping a secret, the source of the tension and unease in the air while they stood there awkwardly outside: she's stalking him…on Stark's command.

There's still eight minutes left in the hour, but now Peter feels as if it's not enough. He needs to sit down and calm himself. He needs to break everything down and look back to see if there are any answers. He needs to talk to someone.

Of course her name would pop into his head, but he can't. He can't rely on Gwen when he's about to push her away for good. He made a promise, and although he's broken many others, he can't break this one. No, he won't give in. He takes his time in putting his book away and taking out the next class's necessities, absently flipping through a folder of his although the literature definitions in front of him swim in and out of focus.

It's a bit unnerving, if you haven't figured out by now, to realize there's someone stalking you, watching your every move and possibly being exposed to your deepest, darkest secrets. It's even more unnerving to ponder the choices of encountering the stalker, or letting the stalker be. Should he go up to Mary Jane and enquire about her persecution, possibly ending in confronting Stark about the motive behind the request to have him followed? But what if it risks his position as a creator of his father's project?

The bell rings, breaking Peter from his thoughts. He's got bio next, and there's going to be a big quiz. He needs to go; he can't skip because biology is important. He knows he's a little shaky, but he has to go.

"Hey, you wanna walk to class together?"

It's Gwen. Peter spins around to face her, eyes bugged slightly in his confusion, mouth agape. His eyes lock on something over her shoulder, however: a retreating back with a knob of red hair bouncing against the base of the neck. He swallows and shakes his head at Gwen, and then the words come tumbling out of his mouth.

"She's following me," he whispers incredulously. "He's got her following me."

"What? Who's following you, Peter?"

His jaw locks and he turns his eyes to hers. He can see his confusion echoed in her dark-gray orbs, as well as the reluctant disbelief. And suddenly, he's telling her everything; from the moment they met in the elevator, to the fight he heard between Mary Jane and some guy he remembers to be named Harry, and finally to the explainable tension he feels around her. Gwen's lips mash together in the beginning, but by the time Peter's finished filling her in, her mouth forms a deep scowl.

"Do you know anything about this Mary Jane at all?" she demands, the grip on her books tightening significantly, making her knuckles turn white as a result.

"I've told you everything."

"What's her last name, again?"

"I think its Watson," Peter says, rubbing at a spot above his left eyebrow where a sudden agonizing sensation started.

Gwen bites her lip, lines creasing her forehead in confusion. She rocks back on her heels, her white flats scuffing against the linoleum floor. He watches her with a sort of frantic desperation, eyes quickly following her every move. So much for keeping her out of it; that eliminated his plans for letting her go. His heart picks up pace at the thought, but whether from guilt or secret desire, he doesn't know.

She glances at Peter once before quickly ducking her head and giving a quiet sniff.

"You know," she begins slowly, her eyes finally locking with his, "I could help."

_Bam! _It's like someone right-hooking him square in the jaw, much like the punch he was graciously given to by Flash once upon a simpler time. Of course he wasn't actually hit, but it feels like it. He almost stumbles back as the déjà vu smacks him hard, but Gwen standing in front of him acts like an anchor.

She doesn't keep him from being shaken up even further, though.

It's like his dream is reliving itself, minus them standing out in the rain (which was coming down in thick sheets now), or the silence pressing down on his ears (the hall is filled with rowdy kids running every which way), or the closeness of them standing next to each other (he can feel himself inching towards her slowly, though). But still, here Gwen is, offering her help-

"I think she knows, Peter…who you are. And that's not something you want spread around like a rumor – she can_ expose_ you, even if she _is_ on Stark's orders."

Peter stares at her in open amazement, grinding his teeth together to keep from saying anything stupid.

"I can protect you, though. I can follow her and get answers without her knowing. She's on to you, Peter…and I know you don't want to hear it, but I think I'm your only solution."

As if it couldn't get any worse.

Peter sucks in a deep breath, suddenly in need of a lot of air. Gwen leans forward, her hand raising as if to grab his face and force him to look at her, but she hesitates and bites her lip, her arm dropping to her side limply.

"I know," he exhales shakily. Gwen blinks at him.

"Y-you know?"

He nods, swallowing profusely although his mouth is dry. He tears his eyes away from Gwen's face, looking at everything besides her. The hallways start to clear as the next bell's ringing approaches fast, and students push and shove against one another, sometimes bumping into the two sullen-looking teenagers, the ones who have both aged considerably in a short amount of time.

And before she can help it, relief dawns on Gwen's face, and she smiles at him softly, giving a shaky laugh.

"You know," she confirms, and he groans lightly.

"Don't make me say it again."

Gwen fights down a smile, taking a sudden interest in the cuffs at the bottom of her skinny jeans. He purses his lips, struggling against a smile himself. Or he could be struggling against the sudden urge to yell. When she looks up, though, her eyes soften.

"Are you okay, though, Peter?"

Immediately, Peter's defense goes up.

"Why wouldn't I be?"

"Well, for one thing, you looked as if you just saw a ghost when I came up to you not five minutes ago. And for another thing, it's a lot to handle."

"I can handle it," Peter mumbles childishly, swinging his foot back and forth gently between the two of them. Gwen fights down another smile as she watches his leg move like a pendulum.

"Okay," Gwen says. "Can you handle going to class, then?"

He inhales and looks around once more before nodding his head.

"Come on…let's go."

He really doesn't feel like it, but hey, biology is important.

~ sm ~ sm ~ sm ~ sm ~

"Closing up shop, there, Parker?"

Peter grits his teeth at the sound of Stark's voice. He had tried so hard to avoid Stark after he and Gwen arrived at Stark Towers after school – at least until he decided on what to do about the fact that Stark didn't trust Peter enough to have him followed.

"Uh, yeah," he calls out, his back turned on Stark as he shoves some papers and his phone into his backpack. "Couldn't find anything new."

This was a lie. He did find something new; in fact, everything was new. Peter discovered that the biosignal could be picked up in waves, and shown on a screen like an infrared device, solving the problem for finding out what items and tools would be needed to program the screen to work. The main problem is finding out what's needed to track the biosignal, and pick up its strength.

Stark grunts, and Peter winces. He knows.

"Fine. Just make sure you get a lead tomorrow."

"Uh, sir? You – uh – told me and Gwen that we could – er, have the night off tomorrow," Peter says, spinning around quickly.

Stark's face doesn't change although his eyes narrow in the slightest. He keeps them on Peter, scrutinizing him, then finally takes a swig of water – wait, _what?_ – and gives another grunt.

"I did, didn't I? Yeah, whatever. Be here on Monday then – and here's your paycheck."

Stark flings a small envelope at him and Peter catches it with ease, but eyes it doubtfully once he clutches it in his hands. Stark wanders over to a desk close to Peter's, and picks up magnifying glasses, the better to see a small device sitting next to it.

"I don't think I should accept this, sir."

"And why the hell not?"

"Because I was only in for work two days this week, and-"

"Do you want the money?" Stark interrupts, observing Peter through the magnifying lenses and making his dark eyes appear four times larger.

A little flustered, Peter answers with a quick nod but ready to argue against it.

"Then keep your mouth shut and get out." Stark turns from him, tossing the magnifying lenses to the side. Peter hears some glass break. Stark's almost to his office before he stops suddenly and rocks back on his heels.

"On second thought," he begins, whirling around to give Peter a look. "Thank me, _then_ get out."

Peter's mouth snaps shut in an effort to keep from smiling. He nods curtly at Stark, and slings his backpack over his shoulder, taking a quick glance at Gwen's empty desk. She had gone home earlier when her mother called from her new job, saying Gwen had to make dinner. Peter made sure she took a cab home; he didn't want Gwen walking back to her apartment, even if she promised him she's taking the safer yet longer way home, now.

"Hey, Parker." Stark calls him back, eliciting a small moan of exasperation from Peter. He eyes Stark apprehensively after seeing the maniacal glint in his eye.

"Don't have too much fun tomorrow – I need Stacy back in one piece on Monday."

Cheeks the color of Mars, Peter ducks out of the room as fast as possible, his check grasped tightly in his hand. He takes the stairs on impulse, flying down them faster than any other regular human and emerging into the lobby at a pace that would put Usain Bolt to shame. He tries to slow once outside, taking calming breaths, but he can't shake the flustered embarrassed feeling.

He hates Stark. Absolutely hates him.

Finding the first dark alley, he whips off his street clothes, hurriedly pulling on his suit. After stuffing his shoe into the bag, Peter shoots a web onto the top ledge of the building next to him and swings out of the alley. The people below him gasp and point; whistle and boo; applaud and ignore him. Despite the fifty-fifty attitudes he receives from the citizens of New York, he can't help but think that this is where he belongs: swinging through his beloved city and saving innocent people from crimes much like the one his own uncle was a victim to – all with the NYPD chasing his tail.

Peter knows better, though. He knows that revealing himself casually in public is a pretty stupid idea, keeping his little incident with the police from before in mind. Except it's sort of inevitable to avoid the NYPD's clutches when the police are called to the same crimes as he is 70% of the time.

Keeping sure to lay low for the rest of the trip home, Peter shoots a web into the shadow of a building and begins swinging home. He's not one to patrol before sundown, preferring to get out on the streets at twilight but unable to do so with Aunt May going to bed well past sunset. The streetlamps are on by the time he skirts the edge of Queens. Taking a quick glance around, he finds no curious eyes that try to see through the dark and squint at his figure squatting on the roof of a small home two blocks down from his own house. He throws his clothes on over his suit quickly, then drops to the ground inaudibly. Although there's no one in sight walking down the street, he casually materializes in front of a house and bends over to tie his shoe. He pops back up and gives a fake cough before pulling his sweatshirt around him tighter and starting for his house.

The living room light is on again, casting a soft yellow glow on the front porch. He opens the front door carefully, not wanting to scare Aunt May since he hears her working in the kitchen. He makes noise in the front hallway, his shoes hitting the wall as he flings them off. One sticks. Nonchalantly although his heart just leapt into his throat, Peter removes his Nike from the wall, leaving a fairly-sized hole. Looking around frantically, he grabs his jacket and tosses it against the wall, covering the hole.

"Peter?" Aunt May calls out.

Peter's cheeks puff out as he exhales heavily while making his way into the small kitchen.

"Hey, Aunt May."

"How was work?" Aunt May asks from her spot at the stove stirring something around in a big pot.

"Fine. Got my first paycheck," he says, realizing he still held the envelope with his name scribbled on the front.

"Oh, that's nice," his aunt says absently, pouring some milk into the pot. Peter watches her, his nose scrunched up in confusion and a little disgust. Aunt May turns around on her heel to gaze at him, a subtly proud smile on her lips.

"What are you going to do with the money? You could use some more shirts; I think you've grown out of them in the last month or so."

Peter shrugs, tapping the envelope against his leg before holding it out for Aunt May.

"I don't really need the shirts. We can use this to help pay for the bills."

"Peter, I can't take your money," Aunt May protests, shaking her head.

"I want you to," he insists, holding it closer to her. Finally, Aunt May sighs and gives him a sad smile. She gently takes the envelope from his hand and moves to place it in their 'Bill Jar', but thinks better of it and takes a knife from a drawer to slice the envelope open. Peter walks over to the pot on the stove and looks inside, taking a wooden spoon from beside the pot and stirring it idly, wondering what on earth could Aunt May be making.

"What is this, Aunt May?" Peter asks, trying to decipher what the white cubes floating around in the milk were.

Aunt May doesn't answer.

Frowning, Peter cranes his neck to look at her. At first, Peter thinks she's having a heart attack. Her expression is one of unwanted shock with just a hint of disbelief. Her mouth hangs open, and one hand clutches at her heart while the other holds his check.

"Aunt May, what's wrong?" Peter demands, hurrying to her side.

Aunt May shakes her head.

"There must be some mistake, Peter," she says faintly. "He must've written down the number wrong. It can't be this much…" She hands him the check before sitting down at the little table, hands placed over her heart.

Peter watches her carefully before looking down at the check – and nearly having a heart attack himself. He counts the number of zeroes five times before concluding that that number is actually there…on a check…with his name on it.

"Peter, are you getting paid for the year?"

Peter shakes his head, slumping against the fridge. A buzzer goes off and Aunt May jumps in her seat before getting out of the chair and tending to the soup of some sort.

"For two years?" she asks, facing him again.

"No," he whispers.

"Three years?"

"No."

"Then there must be some mistake."

"I don't think so, Aunt May." His voice comes out cracked and small; incredulous.

"What do you mean?"

"I'm getting paid by the month."

His words echo through the kitchen before leaving the two of them in a shocked silence. Aunt May's eyes flutter and she pushes her dark, graying hair out of her face.

"You mean, this is a real paycheck? Don't you think he might've…made a mistake?"

Peter shakes his head jerkily, looking down at the floor. This made things a little more difficult. If Stark doesn't trust Peter enough to have him followed, then why would Stark pay him so much money? Was it out of pity after coming to his home twice and not seeing much? A flash of red streaks his vision, but fades quickly after his roving eyes find the number again…the intimidating number.

With this, he could pay off the mortgage and the bills for the rest of his life, and have enough to buy himself more clothes, and a new camera. Jeez, did Stark create a money tree or something?

And if he got it every single week… His knees quiver with excitement and he looks to Aunt May, a large smile breaking out across his face. He gives a shaky laugh, then another, and another. Aunt May joins in, coming around the island to wrap her arms around Peter.

"Oh, Peter," she sighs, moving back to her pot. "I always knew you were capable of great things."

~ sm ~ sm ~ sm ~ sm ~

It turns out green-bean soup was in the large pot, something his mother used to make all the time, according to Aunt May. He shoveled down four helpings, not worrying about Mary Jane, or the party tomorrow, or Stark and his irrational mind. To his luck, Aunt May headed to bed early, saying the excitement exhausted her. Peter did the dishes in record time and was out patrolling the streets by 7:50. It was a night full of tame crimes, like unarmed muggings, and a few street brawls, and a few car hijackings were thrown in along with one attempted kidnap. He stopped them all, feeling as light as air even while his feet were firmly on the ground – not just while he swung through the city. He stumbled into his bedroom around four the next day, and slept soundly, a goofy smile plastered on his lips.

He greets Aunt May warmly in the kitchen around 7, gulps down his cereal, kisses Aunt May's cheek, and is out the door around 7:15. At school, Gwen waits for him at his locker. She picks at her nails almost moodily, but when she sees him, she breaks out into a huge grin – probably because he's wearing one himself.

"You're happy today," she observes bluntly.

Peter shrugs noncommittally, tossing his books into his locker and grabbing the ones he needs.

"It's Friday."

She raises a questioning eyebrow at him, but he grins back.

"Let's get to class," he offers, nudging her side with his elbow. She tosses her head in amused confusion, a small smile on her face, before linking her arm through the crook of his elbow. He looks down at her, fighting down the urge to smile.

"You got it, eight eyes."

**I know, I know! I'm so sorry the party wasn't in this chapter! I am writing down the party right now, so expect the party to come soon! It's just, the chapter was already getting long and I didn't want this one to be like the last one. I absolutely promise, though, that chapter eight will be about the party. I solemnly swear.**

**Enjoy this one before I post the next one quickly!**

**TeamSwiss737**


	8. Chapter 8

**Okay, here's chapter eight: the party chapter! I promise this one is it, so don't worry, my readers. The time has come…ta-da!**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

"Peter, is that what you're wearing to the party?"

He looks down at his shirt that he threw on this morning – just a simple dark gray V-neck…that happened to match the color of Gwen's eyes. He totally didn't plan it…okay, maybe he just got caught up with her eyes this morning.

"Uh, yeah…with a jacket, too."

Aunt May gives him a doubtful look, eyeing the shirt in distaste. She shakes her head.

"I'm not sure; shouldn't you dress up more?" she asks while wiping down the counter.

Peter rolls his eyes.

"Aunt May, we don't dress up for parties anymore. It's really only casual."

"But it's Halloween!"

Huh. He forgot about that.

"No," he says firmly. "Gwen told me it's nothing special – just a regular party. The times have changed since you last went to one, Aunt May."

Chuckling, Aunt May reaches over to shove the back of his head down before moving to the kettle on the stove. Peter grins from his spot of sitting on the island counter, and tosses another grape into the air, catching it in his mouth.

"I'm not _that_ old," she murmurs, her back turned on him.

"Sure you aren't," he teases.

It's almost eight o'clock, and Peter's supposed to pick up Gwen at around 8:15. The party starts at eight, but Gwen told him that she hated being the first one to everything. After a lot of light teasing and coaxing, she finally revealed that she hated the awkwardness of being the first one there and not knowing what to say, despite her being on the debate team for almost three years. She said that the words just would never come to her if she had to be the first for something.

And then she told him he was the first to ever know that secret of hers.

It sort of shocked him, considering the fact that Gwen had a small group of friends, though it was somewhat believable since none of them are very close. She had ducked her head, embarrassed that she let her guard down and relied in Peter about her 'starter' phobia. He, being the gentleman that he was raised to be, told her that he was honored to be the only one she confided in about her secret.

She replied back that they might as well get even since he told her about his secret identity.

Aunt May hands him a mug of hot chocolate, breaking him free of his flashback from earlier today.

"What time are you leaving to pick the girl up?"

"Soon. She wants to get to the party at 8:30."

"Where does she live again?"

"Manhattan."

"Why, Peter! That's half-way across town; you need to leave now!"

"Relax, Aunt May. I'll get there on time," he mumbles into his mug, using it to hide the sly grin on his face. He'd probably get to her house with ten minutes to spare, thanks to the watches wrapped around his wrists.

"No, you leave this instant! I don't want you late on your first date."

Peter chokes on his sip of hot chocolate, avoiding Aunt May's reproachful eyes.

"It's not my first date," he states defensively, setting down his cup.

"What do you mean?" His aunt freezes, tilting her head to one side, her mouth hanging open in confusion.

"Uh, I think I'm going to go now-" Peter says swiftly, jumping down from the counter and hurrying through the dining room, grabbing his sweatshirt from the back of the end chair.

"Peter, why didn't you tell me you've been dating?" Aunt May cries out, following him down the front hall.

He looks over his shoulder at her uncomfortably, fumbling with the zipper.

"Uh, can we talk about this later? Like when I get home?"

"When will you get home, then?" his aunt asks, crossing her arms over her chest.

He shrugs.

"Late."

"Peter-"

"I'll call you if I get into trouble; just don't wait up for me. Love you," he calls back to Aunt May, opening the door quickly and shutting it behind him gently. Exhaling deeply, he hops down the stairs and starts along the sidewalk, a slight spring in his step. At the first alley, he slips down it, thankful that the sun is long-gone by now. He scales the wall quickly, then leaps from roof-to-roof until the first layer of apartment buildings appear. He aims a biocable web at the top of one building, and flings himself forward, weaving in and out of the shadows of the surrounding buildings, firing more webs as he goes. When he lands on her fire escape, her window is open, letting the cool air trickle into her dark room. She's not there, though, and he bites his lip.

Great. He has to go visit the doorman again.

Just as he's ready to leave, the door to her bedroom opens, allowing the hallway light to filter in. He freezes before slumping against the side of the wall next to her window, his head peering into her room ever so slightly. Always cautious. But it's unnecessary. She's there – he can tell by the silhouette standing in the doorway - so he eases himself in front of the window slowly, trying to catch her attention. The door suddenly snaps shut, and she's there in front of the window, staring at him with wide eyes.

Gwen pushes open the window all the way, gaze never leaving his, until he's right in front of her, not two feet away. He smiles bashfully while she watches in open wonder.

"I'd never thought I'd see you there again," Gwen says finally with a somewhat hard and blunt edge to her voice. He opens and shuts his mouth twice, giving a faint smile before trying to fight down a large one that wanted to break out across his face the moment she appeared in the window.

"To be honest, I've been here more times than you think."

Okay, not the right thing to say.

"What?" she sputters, her eyebrows rising high on her forehead.

He smiles, trying to cover, then snaps his teeth together. Nice job, Parker.

"I…I've been…checking on you…to make sure you're, you know…safe."

If possible, Gwen's eyebrows rise another inch. She doesn't say anything, and he can sense her eyes sizing him up, although he evades them and stares at the ground. The silence is too extensive, though, and he has to look up at her. She's smiling wryly, as if she just heard some juicy little secret.

"I knew it," she mutters, shaking her head.

He laughs nervously.

"I just couldn't really…"

"Help it?" Gwen finishes for him, and he nods.

"Pretty much."

Gwen laughs loudly once before covering her mouth with her hand and casting a glance over her shoulder. When she looks back at him, she's biting her lip.

"I don't know if you'll be able to slip past my mom this time; you might have to go use the elevator."

Peter groans inaudibly, triggering another soft laugh from Gwen. He stares at her while she clams her giggles, noticing how the breeze pushes her over-grown bangs out of her face, giving an all-access pass to gaze into her dark eyes. He swears they changed color, once having been maybe a lighter gray with a hint of blue. He knows there's a reason, though. His own eyes had reformed into a darker brown after seeing his uncle dead on the sidewalk; they've never changed back.

Maybe it's death that alters the color of eyes. The sadness and darkness that the person is feeling inside is somehow brought to the surface, though through a highly subtle way and is almost always passed up unnoticed. Maybe other people who have been burdened by death only notice the changes.

The dark gray circles suddenly stray towards his dark brown ones, resulting in invisible explosions once they lock together. From Peter's perspective, you could say that her eyes almost challenge his, as if daring him to unexpectedly disappear or run off. But you could also say that they're expecting it; that they're waiting for the time to come for his eyes to vanish behind a mask and leave for the night.

New York will need him, but she needs him more. So he tries to tell her that he's staying through his eyes. He tries to tell her that he won't let her fall, at least for tonight. He'll be here.

"Or I can sneak you past her," Gwen whispers, eyes sliding down to his lips. She steps back to let him into her room, and he climbs through the window easily. He glances around her room; nothing has changed except for a small hole in the wall next to her door. Sneaking a quick glimpse at her, he walks over to it slowly. His fingers reach out to brush the edge of the dusty drywall, his eyes noticing that the size of the whole is about the size of Gwen's fist. He turns sharply, eyebrows raised in a silent question.

She crosses her arms almost defiantly, shifting her weight from one foot to the other.

"The Saturday you got shot. I tried calling you, but it only went to voicemail. So I got mad."

Peter stares at her incredulously. Gwen Stacey…punching a hole in the wall because she was angry? At him? She blushes, avoiding his gaze as she steps up beside him. She places her hand next to his, fingering the grainy texture of the destroyed wall. He waits for her to speak again, not knowing what to say himself.

"My mother nearly fainted when she saw it. She didn't even care that my hand was split open," she says quietly, her hand tensing on the wall. Peter looks at it and winces when he sees the white scars crisscrossing the knuckles.

"Gwen?" he asks.

"Hmm?"

"If I don't answer the next time, it wouldn't hurt to punch a pillow."

She laughs, her hand slipping and accidentally brushing against his. He sucks in a deep breath through his nose, trying to ignore the electric currents running through his body, and trying almost desperately to pry his hand away from hers. But he can't. It takes most of his willpower to not wrap his hand around her delicate fingers, and kiss the scars tenderly.

Slowly, she eases her hand away, taking the spark with her. She sighs, then pokes him in the side.

"Alright, I'll try. We should probably get going now, too."

Peter nods at Gwen while she grabs a jacket from her closet and opens her bedroom door gradually. She beckons for him to follow her down the hall, quietly tiptoeing past the dining room entrance.

"I think she's in the kitchen," Gwen murmurs to him once they reach the front door. "Just go out and knock and I'll have my mom get it-"

"Oh, Peter! I didn't hear you come in. Gwennie, why didn't you tell me Peter was coming over?" Gwen's mother says, coming around the corner, a pile of papers stacked in her hands. Gwen's eyes widen, her mouth falling open as she tries to find the right words. Finally, she snaps her mouth shut and shrugs.

"Hello, Mrs. Stacy," Peter says quietly.

Gwen's mother smiles.

"Hello, Peter. It's very nice to see you again."

"It's nice to see you, too."

"Okay, well we can't stay long; we have a party to get to, Mom," Gwen states loudly. "So me and Peter will just be going-"

"A party?" Gwen's mother asks, her brow furrowing. "I don't know…just be careful, especially since it's Halloween. I want you home by 12, okay?"

Before Gwen can roll her eyes and argue, Peter steps in.

"Don't worry, Mrs. Stacy. I won't let her out of my sight."

Mrs. Stacy's face clears somewhat, though her eyes look a bit anxious; she gives Peter a small smile.

"Alright, have fun. And, Gwen? No drinking."

It's Mrs. Stacy's tone of voice that confuses Peter. The usual gentle pitch is replaced by something deeper and more severe; forceful, with just the right amount of reproach. She's almost scolding Gwen. Peter frowns, turning to Gwen. Her face is unreadable, a mask of unresponsiveness. She nods curtly before spinning on her heel and flinging open the door. She marches out, leaving Peter to throw Mrs. Stacy a polite smile and shut the door behind him gently.

"What was that about?" he asks quietly once they're riding in the elevator.

"What was what about?" Gwen replies, her gaze immobile on the floor buttons.

"Your mom telling you not to drink."

Gwen turns sharply to fix Peter with a stare.

"Isn't that what all parents tell their teenagers? I'm pretty sure your aunt said the same thing before you left – unless she trusts you completely."

"She doesn't trust me," Peter says quickly. "I know she wants to, but she can't – especially when she wakes up and sees me with a black eye in the morning. I've kind of lost her trust on the whole curfew thing."

Gwen's lips twitch up.

"You still too clumsy to avoid black eyes?"

"Hey, it's harder than you think."

"Aren't your spidey-senses working?"

"Well, yeah, but-"

"They must not be if you can't dodge a fist fast enough."

He knows she's joking just by the way her dark eyes light up significantly, so he plays along, loving how happy she looks.

"You're right," he sighs dramatically. "And I don't know where to get them fixed. Know any places?"

"Not off the top of my head, but I'll let you know if I think of one," Gwen giggles.

Peter grins at her. The elevator doors slide open, and the two cross through the lobby and step outside into the night air. He glances at his watch: 8:20. Gwen looks up and down the streets, biting her lip.

"I don't see any cabs," she calls out over the sounds of passing cars and blaring horns.

Peter shakes his head.

"We're not taking a cab."

"We're walking?" she asks skeptically. "But it's nearly twenty blocks from here!"

"I never said we were walking, either."

"Well, how _are_ we going to get there, then?"

He smiles at her, waiting for the comprehension to dawn on her face. When it does, Gwen's eyes widen and she lets out a puff of air.

"We're swinging." It came out more as a statement, and Peter nods. "Okay," Gwen says hesitantly. "If you say so." She gives him a nervous smile which soon melts into an excited one, shaking her head in amazement.

After a moment of consideration, Peter grabs Gwen's hand. It's like two puzzle pieces fitting together, as if her hand was made to fit around his. Warmth spreads rapidly through him, all the way to the tips of his fingers. All he can feel is her hand in his as he drags her down the nearest alley.

"You trust me, right?" he murmurs quietly, leaning towards her to see her better in the darkness.

She nods, her face suddenly blank but the lust in her eyes is unmistakable.

"Then hold on tight," he whispers.

Her thin arms wrap snuggly around his neck and shoulders, securing her to his body. Ignoring the fact that their faces are now two inches apart, Peter lifts his arm, aiming carelessly for the ledge of Gwen's apartment building. After hearing the soft sucking sound of his biocable web connecting with the gold bricks, he climbs the thread swiftly and easily, Gwen clutching on to his side tightly. On the roof, he pauses to glance down at her. Her face is buried in the crook of his neck, and just the sight of this makes his heart hammer fast. Hoping she doesn't notice, Peter shoots another biocable at the building across the street, and finally, they're swinging. It's not until they're five blocks from the party when Gwen lifts her head. She gasps at the cool air striking against face, her eyes fluttering with the wind's pressure.

"Oh…my…god," she whispers, looking down at the street nearly fifty feet below them. Peter chuckles, arms switching biocables. "This is incredible. I can't believe I forgot this."

"Yeah, it's something," Peter says in her ear, smiling softly.

They land in a park a street down from the apartment in which the party is being held at. Gwen's arms release their hold on Peter jerkily, almost reluctantly, causing Peter's smile to grow larger. Gwen fits her arm through Peter's elbow and leads him down the street. The party is held in one of the more expensive, larger apartments in the building, much like Gwen's. Classmates pile into the elevator with the two of them, squeezing Peter and Gwen into the corner of the carriage.

Gwen gasps for air when the elevator finally spills out its contents, giving the two of them room to breathe. They trail the group of kids down the hall, staying far back in their wake. Finally, the group comes to a rest at apartment 34H. The door opens, revealing a mass swarm of people huddled together in the middle of the front room before the crowd pushes through the door, blocking their view. Peter and Gwen linger in the hallway.

His heart picks up speed the longer they wait outside the door. He's never been to a real party, as much as he hates to admit it. It's just because he's never been officially invited. Apparently he's been invited to a lot, though, because whenever Flash talked to him, Flash would always mention some party, and ask Peter if he remembered any of it. Still confused over the weird friendship that struck up between the two of them, he'd shake his head. Flash would then ask if he even went, and Peter would reply that he never knew that he was invited. Flash would then look at him funny and make Peter promise to be at the next one. He never was, though, because he never was formally invited, therefore not aware of the time and date.

So this…this is it. A party. He'd have never though that he'd go to a party with Gwen as a date. She never appeared to be a party person herself. But here he is. About to go to a party. Without any knowledge of what to do, or who to talk to. Ugh, he's so nervous, it's making him sick.

"Peter, what's wrong?" Gwen asks quietly.

He shakes his head hastily.

"N-nothing. Nothing's wrong. I'm fine."

Gwen frowns and takes a step closer to him.

"You can tell me."

Peter swallows and looks at the floor, his cheeks on fire, the tips of his ears burning. He shakes his head again.

"I'm fine," he repeats, though much more weakly. He really doesn't want her to know how he feels. How could've he been so stupid? He's had the whole week to prepare himself, yet here he is – looking like an absolute idiot. Fantastic.

"Peter."

A flash of annoyance runs through him and he shrugs sharply.

"I just…don't know what to do," he says through clenched teeth. "I've never been to a party, but I don't want to disappoint you."

Gwen smiles and takes his hand for the second time that day. He looks down at their entwined fingers, feeling calm suddenly coursing through him. He's fine; Gwen's with him.

"That's why you're all twitchy?"

"I'm not twitchy…"

"Yes, you are." She laughs. "It's nothing to get nervous about. Just stick with me, and you'll be fine."

He sighs and gazes up at her. Gwen's slight smile touches her eyes, emphasized by the twinkle in them.

"Thanks."

Peter gradually grins back at her, grateful that out of all the girls he could've gone with, she's the one that's with him. Hand-in-hand, they walk into the party together, the feeling of unease slowly draining from his stomach. The music's pulsing beat lulls Peter into a sort of daze; everything's slightly dark and hot, but the energy is high and stimulating, appealing to Peter in a way he's never experienced before. Gwen leads him around the large group of kids in the middle of the spacious living room, and towards the back. With one last glance at the cluster of people dancing most risquéishly quite close to one another, Peter shadows Gwen into another room.

He breathes a sigh of relief when he sees no one dancing. Most of the kids are just milling around and chatting with one another. The music from the other room is loud enough to echo into this room, though at a less high volume, allowing talking to be almost normal. People still have to yell slightly. A table of drinks sits in the corner and Gwen makes a bee-line for it.

"This is what you usually do first," Gwen explains, grabbing an empty plastic cup from the top of the stack. Peter copies, trying very hard not to blush as a small eave of insecurity washes through him.

Gwen browses through the different bowls and bottles of liquids, sniffing one at random times. Sometimes, she'd pour herself some and take a small sip, then grimace and dump the rest out, wrinkling her nose in disgust. Mrs. Stacy's words from earlier repeat in his ear, almost like her late husband's dying wish. Did he have to go through these too and make sure Gwen didn't take anything with liquor?

Finally, Gwen smiles after grabbing two soda cans from a cooler sitting under the table. She cracks them open and gives one to Peter before pouring her own into her cup. Peter, feeling a little relieved, does the same, and follows Gwen to the other side of the room. She leans against the wall casually, taking a sip while her eyes scan the room. Peter watches her with a small smile on his face.

"What are you doing?" he asks loudly over the music.

She smiles over the brim of her cup.

"Looking for someone to talk to."

"Aren't I good enough?"

"Sometimes."

"When am I not?"

"When you're uncomfortable. Which you are right now."

"I – No, I'm not. I'm fine now."

"Peter, you stutter when you're uncomfortable, and you're stuttering now."

"How do you know that?" Peter inquires, truly amused by her observation.

"It's not that hard to see."

"Oh, really?"

"Yeah."

Peter stares at her, forcing himself not to smile.

"Well, I think you're lying – and I think you've been secretly stalking me and finding out things about me."

"Well, I wouldn't be the first, would I?"

Peter smirks.

"Nice one." He leans forward suddenly, very unlike his regular self. He blames it on the atmosphere. Peter lets his lips hover almost tantalizingly over Gwen's, about an inch apart. He's so close to something he wants so badly. But he won't. He can't. He'll try not to. Gwen's eyes widen with surprise, and her tongue darts out to lick her bottom lip. Good lord, he's so close to giving in.

"But I think what I said is true," he whispers, almost as if to distract himself from how appealing her lips look. He's so not like himself – and he can't decide if that's good, or possibly dangerous. "I think you really are stalking me."

"A-and what makes you say that?" Gwen whispers, eyes flickering to his lips every few seconds.

"I don't know. I just have a feeling."

Gwen gulps, tugging at the ends of her loose, straight hair. Peter leans back slowly, a foreign smug grin on his lips, and nonchalantly takes a sip of his Coke, watching Gwen closely as she readjusts her black headband to push the bangs out of her dark eyes. Gwen's cheeks heat up, and she quickly takes another sip of her drink to cool her down.

"Well, that's just irrelevant," she mutters.

Peter laughs.

~ sm ~ sm ~ sm ~ sm ~

Flash managed to spot him not long after they arrived. He slapped him on the back and talked to Peter like he was an old friend. After he finally left, Peter had turned to Gwen, shocked expression on his face.

"I just don't get that guy," he said incredulously.

Eventually, the two left the smaller room and roamed over to the bigger one after talking mindlessly with everyone in the first room. Except Gwen did most of the talking. Peter only talked when he was addressed to specifically. Jokingly, Gwen had asked Peter if he wanted to dance, only resulting in Peter's face to go pale and for him to break out in a nervous hand-twitch. After laughing for several minutes, Gwen promised Peter didn't have to dance with her.

Peter stands alone against the wall farthest from the group of students dry-humping each other. Gwen had just left to get her fourth drink although Peter was still on his second. She had guzzled down the first two, went to the bathroom soon after, and came back with another drink in hand. Peter couldn't help but notice that the drinks changed each time. Maybe being away from the drink table was a bad thing.

He didn't want to say anything to Gwen, though. She seemed to know what she was doing better than he did, so he let her be. She comes back not a moment later with some clear liquid. She takes only small sips of it, gasping for air after each swallow. He laughs each time, repeatedly asking her what she got, but she never gives him a straight answer, always saying she just chose the first thing that smelled good to her.

A group of girls rushes up to the two of them, frightening Peter momentarily. He stumbles, falling against the couch next to him. Gwen giggles, and leans towards the group.

"What do you guys want? I'm kind of talking with Peter here," she says slowly, emphasizing each consonant.

The girls laugh and fall over one another, babbling random things and giving off a putrid smell. Peter's nose wrinkles as he straightens himself. Yep, the smell is definitely coming from them. Weird, Gwen smells a little like them, too, though more subtly…

"Gwennie, come dance with us," one says loudly, using one of her friends to help her stand straight.

Gwen groans, but smiles playfully. She looks over at Peter, her vision going slightly cross-eyed.

"I'll be right back," she whispers. "Don't go anywhere, handsome." And she falls into the small group, making a short precession over to the makeshift dance floor.

Peter's eyebrows shoot up. 'Handsome'? And why was she talking so weird? And why did she smell funny? Oh. He should've known. Her drinks. They must've been spiked somehow. Well, he's at a high school party – when are the drinks _not_ spiked? Groaning, he sets down his own cup. If she was exposed, he's pretty sure he's been exposed, too. He's just lucky he's had less to drink then her. And she's such a small thing; no wonder she's already a little drunk. Crap. What's he going to tell Mrs. Stacy?

Since he focuses on it, he can tell that his senses have dulled considerably, even his sixth-sense. Wonderful.

He needs to find Gwen. They need to get out of here before something stupid happens. Like him saying something stupid. Or him taking another drink. Except it looks so good. He snatches his cup back into his hands and chugs the rest greedily. Feeling only the tiniest bit guilty, he sets down his now empty cup, and scans the dance floor for Gwen. She's with the girls from before, swaying to the beat, eyes closed, arms high in the air.

He freezes when he sees her. It's like Gwen's finally at ease. At ore ease than she has been for the past few weeks. He can't drag her away from feeling carefree and happy. From feeling like a teenager. He doesn't know how his feet take him to stand next to her, but he jumps when she opens his eyes.

"I thought I'd see you out here sooner or later," Gwen says happily.

She wraps her arms around his neck, bringing her even closer to him. They hug cozily, rotating slowly on the spot although the song is far from a slow one. But Peter doesn't care. With the liquor burning a flame in his body, he feels as if he could do whatever he wanted with Gwen, and no one would question. Not even Captain Stacy's words.

Maybe alcohol isn't that bad.

~ sm ~ sm ~ sm ~ sm ~

He can't remember getting his third drink. All he knows is that Gwen had five, and he had three. But that was it. When a small coherent part came back to him (they came at random times), he forced himself to take away Gwen's drinks, and his own. Someone needed to be the responsible. He made himself and Gwen only drink water for the rest of the night, trying to drive the alcohol from their systems, but before that happened, some – er, things went down.

He's not an expert on dancing, but he thought he did pretty well keeping up with Gwen after they unwound themselves from each other, slipping out of the hug.

It's sort of a black blur after that. The next thing he knows, he's on the couch, Gwen on one side, some girl on the other, all three of them having a laughing fit at the sight of Flash as he dances freestyle on the coffee table in front of them. It's another blur after that, a longer one, but then he's dancing with some other girl, someone other than Gwen. He doesn't even know her name. Another blur leads to him and Gwen lying side-by-side next to each other on the floor of some empty room, just the two of them talking.

"I wanted to be an actress when I was little," Gwen says quietly. There's a pause, then Peter bursts out laughing. The subject isn't funny at all, but the feeling rushed to him so suddenly and so forcefully, he had to laugh. Gwen joins in not a moment later, and the two laugh until their sides hurt.

When they've both finally calmed down, Peter groans and sits up, glancing at the clock. 10:52. It's only been a little over two hours, and he's already so buzzed. Peter reaches for his water next to him. He's on his second glass now, and a sudden sober part of him worries that they both won't be composed enough to go home by 12. The feeling slips away quickly, and he sloshes a little water down the front of his shirt, grinning stupidly.

"How's your spidey-senses?" Gwen asks after he lies back down next to her.

"Still broken, I think."

"Well, I know where you can get them fixed."

"Where?"

"Here?"

"In the room?"

"No – _here_."

"On the floor?"

"No," Gwen laughs. "_Me_. I can fix them."

Peter turns his head to look at her skeptically through the drunken haze.

"How?"

Gwen smiles, but he barely registers it in time before her lips descend onto his. The kiss is far from innocent, much like the dancing in the other room. Tongues wrestle, teeth nip and tug gently, moans echo deep in throats. He feels on fire; they only ever kissed like this once, and that still wasn't as hot and passionate as this one. His hands jump to the sides of her face, pulling her closer to him. Gwen's fingers tangle into the hair on the back of his head. It's way better than the feeling of flying when he's swinging through New York. It's way better than the adrenaline rush he feels each time he pulls on his suit. It's way better than even the alcohol now fading from his system.

The kiss lasts forever, eventually leading to another kiss, then another, all more heated and deep than the last. She's everywhere: on his lips, against his body, in his head, in his heart.

He's halfway coherent when they come up for air. He registers things more sharply now, like how he can see things clearer, particularly the look of success on Gwen's face as she lays her head on his shoulder, her tainted breath washing over his neck, her wide eyes looking up at him.

"Gwen-" he says, his voice cracking. She stretches her neck hurriedly, capturing Peter's lips with her own. He moans into the kiss, internally conflicted about right and wrong. For now, wrong wins.

"How are they, now?" Gwen says with bated breath when they leave the room, his hair a bigger mess than usual, her shirt crooked. He looks down at her, chest heaving slightly, and smiles breathlessly, liquor still running fairly well through his system despite the water.

"Back and better than ever."

He stumbles against the wall when Gwen pounces on him, smacking her lips to his again.

After four more cups of water, everything comes back to him like normal, minus the ever-growing headache above his left eyebrow. He swings back to Gwen's apartment more slowly than he came, mostly due to the fact that Gwen kept trying to fall asleep in his arms. He's knocking on apartment 2016 at 12:03. The door flings open, revealing the eldest Stacey boy in his nightclothes. He raises an eyebrow at the half-awake Gwen, then lets Peter in, allowing him to carry Gwen down the hallway. Peter carefully sets her down on her bed, pulling the blankets on top of her.

He stares at her for a moment, feeling better just seeing her safe in her own bed and not crashed on some floor. Hesitantly, he leans down to kiss her forehead, the heated kisses from before surging into his mind, fighting for the center of his attention. He smiles, in spite of the situation the both of them have just been put in, and leaves, shutting her bedroom door behind him gently.

Aunt May's asleep on the couch when he gets home. He wraps the couch's quilt around her before dragging himself up the stairs and into the bathroom. He forces two ibuprofens down his throat, then barely pulls off his clothes before collapsing into his bed.

Although he really hates alcohol now, he can't help but thank it for everything it did tonight.

Tonight, he was a teenager for the first time in a long time. He broke the rules, didn't play it safe, and acted like an immature, hormonal-crazed, stupid teenager. He doesn't regret the night. Not at all. It was nice to get a break. He just hopes his headache will be gone by the time he stumbles into Stark Towers Monday after school. He doesn't think he'd be able to take Stark's teasing remarks and long list of sexual innuendos.

He doesn't think Gwen would be able to take them either. A smile is the last thing he manages to do before his dreams take him prisoner.

**Okay, there's the much-anticipated party chapter. Hope you liked it!**

**I have updated this story. So sorry that I have been off of the face of the earth; I was in Germany visiting some relatives and forgot my laptop. I felt so bad. The next chapter will be coming soon, hopefully later today, but if not, tomorrow. But if not then, next Monday. Sorry! I am just so incredibly busy with work and drawing and ugh-**

**I won't bother you with my problems.**

**Enjoy!**

**TeamSwiss737**


	9. Chapter 9

**Hi, there! So sorry for the delay; I was in Germany on my break and forgot my laptop. I felt really bad because I couldn't post anything, and I hadn't even started on the next chapter, too. So, anyways. Here's chapter nine: the after-effects of the party! Ta-da! And if you remember what happened last chapter, I think there's a little drama that's going to go down, haha.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

Pain. Excruciating, throbbing pain. In his brain and sending waves of it down his weak body. He can't move, he can't open his eyes. His senses are like a pile of mud, just sitting there and feeling crappy. He's sweating – he can tell by the way his shirt sticks like his spandex to his chest. He stinks, too. Groaning, he cranes his neck to lift his tender head off of his pillow, eyes opening minimally. He's in his room; that much he can tell from the faint lighting of the sun disrupted by his blinds – _thank God._ The clock on his nightstand reads 9:27 in the morning. Peter winces as his body screams at him to quit moving, but he has to. He needs to get out of this bed and check on Aunt May and – and take a shower, and call Gwen-

Gwen. Kissing. Him.

It all comes back to him with the force of a semi-truck barreling down the highway. His eyes fly open, in hopes to see his room, but instead he sees the empty room from the party. He's on the floor, Gwen right next to him, then suddenly she's over him and her lips are on his and it feels so good he might cry…but then it's gone and the room dissolves into his own and Gwen disappears.

He hurries into the bathroom as fast as his sore legs allow him and strips off his clothes. The cold water wakes him up and soothes the throbbing in his head. The splashing of the water on the tile seems a little louder than normal, but he just drowns it out, his mind wandering to the party. Could it really have just happened not twelve hours ago? He shakes his head, the water absorbed in his hair flying everywhere. Yeah, it did. Wow.

He shuts the water off and dries himself quickly, throwing on clean clothes before taking some ibuprofen and heading slowly down the stairs. Every creak each step makes is like a shrill shout in his sensitive ears. He has half a mind to just jump the last seven steps when Aunt May appears at the foot of them, dishrag over one shoulder, both hands on her hips.

"Peter Parker, at what time did you get home, exactly?" she demands, glaring at him. There goes his neck bending down.

"12:30," he whispers because if he talks any louder his ears will hurt.

"That late? How long do these parties last?"

"A while," Peter offers, continuing with his trek down the stairs. Once he's beside Aunt May, he glances at her sheepishly, just hoping that she won't detect that he's in a hangover. Aunt May's lips form a thin line, but she lets him pass her anyway, not saying a word. He moves miserably into the kitchen and slumps into the one chair. Aunt May follows, eyeing him too thoroughly for his liking.

"What?" he asks half-defiantly, half-fearfully. Peter's aunt only shrugs, moving to the fridge wordlessly. She comes back with a jug of milk and pours him a large glass. Peter takes it from her, but doesn't drink, frantically watching her expression to see if she knows something.

"So, how was the party, then?" Aunt May asks, moving to the stove where pancakes are cooking. "Did you have fun?"

Slowly, Peter raises the glass to his lips and takes a sip. His stomach churns, but he ignores it. "Yeah, it was great. Gwen had a lot of fun dancing."

"Oh, did she?" Aunt May muses absently, and Peter gulps, an antsy feeling in the pit of his stomach. "And what did you do at this party?" She turns to him, and Peter shrugs.

"Nothing in particular. Just talking with people…hanging."

"Hanging?"

"Er – yeah."

"No drinking?"

Shit.

"Uh-" His voice cracks and he clears it quickly. "No…no drinking." It pains him to see Aunt May smile kindly at him, probably out of relief. Maybe Aunt May _does_ trust him. At least to some degree. She serves him a plate piled high with pancakes, butter and syrup dripping down the sides. Despite how appealing it looks, Peter actually feels his stomach churn again – in disgust. He returns Aunt May's smile weakly, then starts eating, practically forcing each bite down his throat. He has a feeling he's got another appointment with Dr. Toilet Bowl later.

After giving a barely-passable excuse for homework (he honestly has none), Peter runs as fast as he can up the stairs and empties his breakfast into the bowl. Okay, so his stomach is still a little iffy. No food for a while. Peter rinses his mouth out with the water from the sink and stumbles into his room, just in time to catch his phone in the middle of its second ring.

"Hello?" he asks a little breathlessly, pinching the bridge of his nose.

The sound of someone puking almost forces him back to that beloved bowl of his. "Peter?" someone gasps, sounding breathless like him.

"Gwen, are you okay?"

Gwen gives a feeble laugh. "Yeah, I'm fine. Just an after-effect of going to a high school party."

"Is everyone always like this the next day?"

"Pretty much." Peter wonders idly how she knows that but decides not to as her about it now. He sits down at his desk, accidentally knocking the mouse onto the floor. He doesn't bother bending down to pick it, instead flicking his wrist and having the biocable pick it up for him.

"Oh…what's up?" he says awkwardly, unsure of what to tell her.

"Um, well I just got done with puking my guts out."

Peter laughs, turning on his computer. The old thing takes a while to load, and he taps his fingers on the desk impatiently. "Me too," he says quietly although he's fairly sure Aunt May can't hear him.

Gwen sighs. "I'm really sorry, Peter. I honestly didn't know what we were drinking; I feel so bad about it, too. My mom hasn't caught me yet, but Simon walked in on me vomiting early this morning, and my candy stash is only so big…" Peter's smile widens.

"I'm not blaming you, Gwen. I think everything was eventually spiked later on, you know? There wasn't anything we could do," he assures.

"Yeah," she says slowly. "That's true. I'm sorry you're not feeling well."

"Stop saying 'sorry'. I've had worse." He can practically feel her cringe as she remembers some of the nastier injuries he has sustained.

"I know, but this still sucks."

Peter laughs. "Yeah, it does, doesn't it?" Gwen laughs, too, but when their laughter fade away, neither one says anything, just reveling in the comfortable silence that has sprung up between them. Finally, Gwen breaks it.

"I – uh…actually wanted to talk to you about – something." Peter stays silent, his breath having caught in his throat and restraining him from saying anything. Oh, no. Shit. What's he going to say? What's going to happen between the two of them? She knows! A small part of him had hoped that Gwen was too drunk to remember them kissing; he doesn't know how to deal with the consequences? And now he's stuck (okay, not stuck) with her for a while until they finish the project and she finds stuff on Mary Jane, so how will they be able to be normal around each other when yesterday just happened? He's so torn between loving yesterday's kisses or hating them.

"I'm not really sure, but I think something…happened last night," Gwen says softly. Here it comes.

"Like what?" Peter chokes out in a strained voice.

"Can we talk, like face-to-face somewhere?" Peter sucks in a deep breath.

"Yeah," he whispers. "Sure. Where do you wanna talk?"

"How about the park off of 33rd? Around 12?"

Peter makes a concentrated face, trying to remember exactly where it is. Once he's drawn it out in his head, he nods. "Okay."

"Okay…well, I'll see you then."

"Yeah…see you then."

Gwen hangs up, leaving Peter to listen to the dial tone in pure horror. What the hell did he just do? His fingers punch in Gwen's number to call her back, but at the last number, he stops. No. He has to face her – face _this_ – eventually. He sits in his room until it's time to go, feet tapping on the wood floor, fingers flying back and forth across his computer keyboard as he researches theories for the project. When the clock finally reads 11:45, Peter shuts off his computer, and stands slowly so as not to get dizzy.

He spends a minute debating on whether or not to wear or bring the suit with, just in case something comes up. In the end, he rips off his street clothes and pulls the suit on, then whips the street clothes back on again. He tells Aunt May, who's drinking her tea in the kitchen, that he's going out for some fresh air. She smiles at him sweetly.

"Hurry back," Aunt May says softly, taking another sip. "We're having sandwiches for lunch."

Peter throws a quick smile at her as he puts on his jacket. Once outside, he hurries down the street, his stomach too fragile to swing through New York right now. 33rd Street Park is one of the nicest around, located not far from Gwen's apartment building. He's panting heavily when he gets there from running the last few blocks, and leans against the nearest tree, head swiveling from side-to-side as he searches for Gwen. Peter ignores the way he wants to bend over and empty his stomach of whatever's still in there, and stands up straight.

He spots her sitting on a bench not far from him, the November sun shining down on her blonde hair falling in soft curls down her back. There's a knit hat like the one she wore when he told her he couldn't see her anymore placed effortlessly on top of her head. Her jacket collar is pulled up around the back of her neck, protecting it against the cold wind that runs through his hair and blows hers into her face. She pushes it back impatiently, hugging her arms close to her chest. Peter draws his jacket closer to him and walks up to Gwen.

She looks up, squinting at the sun, before her face breaks out in a huge smile. He can't help but smile back.

"Hey, you," she says gently.

"Hi," he replies quietly, ducking his head to look at the ground. Gwen pats the seat next to her and Peter slowly sits down beside her. He looks across the park at the oak trees scattered all over, their leaves a bright orange or yellow. It's a beautiful sight, one he'd take a picture of if he came here on his own will. But there are other matters to attend to. Gwen turns to him, a serious look on her face.

"Peter, I don't know if you remember," she begins in a unsteady voice, "but while we…you know…were drunk, something kind of happened between the two of us."

He rubs the back of his neck, watching Gwen out of the corner of his eyes. He screws up his lips before turning to her and giving a curt nod.

"You – you remember?" she asks, her eyes widening. He nods again, though reluctantly, and she looks taken aback. Gwen exhales sharply, and turns from him, looking out at the park like he had before. He puts a hand under his chin and lets his elbow rest on his knee, blushing lightly. Why did this have to be so complicated? He so desperately wants to tell her that what happened at the party is the beginning of something old yet something new, something that he has craved for since a long time ago. But he can't. Captain Stacy's words float through his head: _leave Gwen out of it_. Peter looks at her again after she turns back to him, and their eyes meet.

"So…"

"So…" he copies, holding the 'o' sound. Gwen purses her lips, a determined gleam in her eye.

"What does this mean for us, then?"

Peter takes his time to think it through. What _does_ this mean for the two of them? He has three options. Option one: he tells her nothing has changed, that the alcohol in his body messed with his brain and told him it was okay to kiss her. He winces mentally at the way her face would fall. Ouch. Option two: he says nothing, and lets Gwen talk until he can come to some noncommittal agreement. That still stings a little. Option three: he can tell the truth and say the kiss has been one he's waited impatiently for. He can tell her that he's thought it over and over about letting her in, risking her life by being with him. As long as he's careful at keeping his real identity a secret, and as long as she stays far away from Spider-Man, they can finally get what they want: each other. He can tell her that the kisses from the party were the extra pushes he needed to confirm that if they were careful, it could work.

But then there are Captain Stacy's words.

He's always treated promises lightly. There are only three within his whole life that he has actually taken on a serious note. The first one was made at a young age between him and his father. His father told him to be good, and Peter promised he would, although he kept it to himself. The second promise was made when he turned fourteen and had to suddenly take up the responsibility of walking Aunt May from work back home whenever she had the later shifts. Uncle Ben made Peter swear to keep Aunt May safe, and Peter gave him his word. And the third…well, it's not that hard to guess which one the third one is.

Captain Stacy's words are on replay in his mind. Quiet; almost a buzzing noise starting over and over again. He opens his mouth to speak, but nothing comes out. And then Gwen speaks up.

"Before you say anything about promises and which ones to keep and which ones to break, I want to tell you something. If my dad were still here, I'd understand the situation that you're in. But he's gone and never coming back." Gwen's voice is rough and distant, harsh. Peter flinches and leans away from her instinctively. She ignores this. "So now the responsibility is on my hands. That promise has been passed on to me because he's not here to enforce that the promise anymore; he's not here to control who I talk to, and laugh with, and fall in love with. I'm on my own now, and I'm in charge." Gwen stands suddenly, causing Peter to jump.

"You didn't even ask me. You didn't even ask me if I was okay with what you chose. You decided for yourself. And that's not okay with me." She takes a steadying breath and crosses her arms, looking over her shoulder. "I could care less – about the risk. About being exposed or whatever it is that might make people think I'm affiliated with Spider-Man. But what if I'm not affiliated with Spider-Man? What if I'm just affiliated with you? Does it really matter then when you're so careful about keeping your identity hidden for you aunt's sake? Huh?" Gwen shakes her head. "You know, you're kind of being selfish."

Peter's recoils, shock running up and down his body like electrical currents.

"S-selfish?" he stutters.

"Yes, selfish. You're only thinking about yourself and your virtue."

"No," Peter interrupts, feeling a wave of annoyance and stubbornness. "That's not true; it's all for your safety. At first I might have been mad that your dad told me to stay away but I get it now. I want you safe just as much as your father wants you safe."

"Just as much as he _wanted _me safe," she mutters darkly. Peter stares up at her, dumbfounded to the point where things aren't registering correctly and he wonders if this is just some bad dream. "You're not letting me in because you think it's the wrong thing to do, like you're breaking the rules. Well the rules are void, now. They're gone; they left with my father, and just like him they aren't coming back to rule my life. Now it's just letting the chips fall where they may – but let's get one thing straight: I'm holding that bag of chips as if it's my own child. This is my time!"

She bends down, her face a mere inch away from his. Peter sees the way her eyes are clouded with angry tears and hurt, but behind them there's an ocean of hope. Hope for her. Hope for him. Hope that he can see where she's coming from. What happened to the old Gwen Stacy? The one who was gentle with everyone and cooperated with everything? The one who didn't complain with what she got and worked with it to make it something special? Why couldn't she just do that now and save him the pain? Save _her_ the pain?

"I want you, Peter Parker," she says with a fervent tone to her voice. "I've put up with everything else, but I'm not going to put up with you pushing me away when we both know that we need each other, now more than ever. I'm not much of a fighter when it comes to getting what I want, but you're different. You're worth fighting over – and I'm not stopping until I get you." Her voice changes from fervent to menacing, causing a shiver to run down Peter's spine.

A part of him screams '_Just kiss her already!' _while another repeats over and over to back away. This girl isn't his Gwen. But he has no Gwen anymore, and he can't help but fall even harder for this new girl in front of him. This strong and independent woman who'll fight for what she loves most, protect what she cherishes, defend what's nearest to her heart. Peter grunts inwardly, his head spinning with his crazed thoughts, but one stands out.

He wants Gwen back.

Slowly, hesitantly, shyly, Peter's hands float up to Gwen's jaw line. His long fingers barely graze the smooth skin, and Gwen's eyes soften before sliding shut, and opening up again to stare at him tenderly; sadly. He looks at her with the same emotion he felt that one night when she was helping heal his cuts, when she had told him she was scared for her father each day, and she's scared for him each day, too. The feeling? Acceptance of the tragic, of the heart-rending. But in a way, the acceptance is good. It warms the heart regardless of the reason for the accepting of tragedy and heart-rending situations.

"I've got you," he murmurs, just like that one night. "I've got you." The tears in Gwen's eyes finally fall, but they're small and quickly race down her soft cheeks and drip to the ground.

They don't say anything; they only stand there wordlessly, oblivious to the world around them. Sirens blare somewhere a few blocks down, growing louder as they near 33rd Street, but Peter doesn't listen to them. Gwen needs him. The last time, Aunt May needed him, but now the girl he loves needs him. Whoever the sirens are for can wait. The most important person in his life needs him to rescue her, and who is he to deny her the saving she deserves?

They sit there for who knows how long, just talking on the park bench. No kisses are shared, no looks of wanting. Just love. It's like the atmosphere around them is filled with it, radiating from each of their bodies as the main sources. The sun passes overhead, and they finally acknowledge the world outside of their own when the sun begins to set and the moon appears out of nowhere. Gwen stands and Peter copies her. They stare into each other's eyes as if it's their last time, but it's far from.

He folds Gwen into his arms unexpectedly, burying his face in her hair and breathing in the sweet scent of it. Gwen gives a small sigh before inhaling his scent, too. And then, they say good-bye, holding hands until they're both too far away to hold on any longer, going their opposite directions. Peter doesn't feel sick anymore. The churning in his stomach is no longer guilt – or nausea from the hangover – but happiness.

He walks back slowly, knowing Aunt May must be worried as to why he didn't hurry back like she told him to. The small smile on his face is hard to miss, though, even when Aunt May reprimands him when he gets back home. At the dinner table, Aunt May asks why he seems so happy.

He shrugs. "Just a nice walk."

Later that night, as he's perched on the ledge of some building overlooking the street to Stark Towers, Peter takes out some paper and a pen from his backpack. He feels as if he needs to explain himself. He needs to clarify about who he is, what he's doing, and what's his purpose in life, the three sheets of notebook paper being his only witness. As he waits for his phone to emit police chatter, he writes. He writes about his father, about Uncle Ben, about him being an orphan, about being bullied at school, about his love of science, about Gwen, about the spider bite, about the principle he tries to live by, just like his father. He writes about Dr. Connors and his bad decisions for the greater good. He writes about Captain Stacy, which leads him to write more about Gwen. He writes about the insignificant crimes he stops each night compared to Dr. Connor's idea he suppressed that night on top of OsCorp. He writes about Stark, about the STD, about his father's research. But when he comes to his purpose in life, he draws a blank.

Horns blare, people scream, and sirens start up somewhere to his left. Quickly tucking the papers away into his backpack, Peter shoots a biocable onto the nearest building and flies off in the direction of the sounds that disrupt the peaceful New York air. (Yeah, like New York is peaceful.)

~ sm ~ sm ~ sm ~ sm ~

After nursing a fairly deep cut on his left shoulder, Peter gets dressed for school. He was out late Sunday night, coming in at around four. He barely got two hours of sleep before his new alarm clock began buzzing at full volume, startling him from his deep slumber. Aunt May waits for him in the kitchen when he comes downstairs. She sets a plate of bacon and eggs in front of him, and he devours it quickly. They make small-talk, Aunt May asking about yesterday.

Peter had been gone all day (he said he was at the library) at Stark Towers. Tony had called Peter at around three Saturday night, asking if he could come in the next day. Peter agreed, and spent nearly the whole day cooped up in the lab, bent over his father's research as if each grain of pencil lead held some answer. Progress, unfortunately, was not made.

His neck protests as Peter bends over his plate, scarfing down his eggs. He shrugs at Aunt May's question.

"Fine. Didn't get much done."

"Peter," Aunt May scolds. "You get your homework finished right away." He stands up and rinses his plate off before turning to his aunt.

"Yes, ma'am," Peter teases, dodging her swipe at him with her dishrag that always seems to sit on her shoulder. He hurries out the back door, grabbing his skateboard and having half a mind to go visit the warehouse after work if it isn't too dark. At school, the whole senior class seems to be a little more muted than usual. At least one kid in each of Peter's classes gets up and asks to go to the nurse, complaining about a headache. Peter even feels the teachers know why so many kids wince at the sound of chalk grinding against the blackboard or chairs scraping across the floor. In all of his classes with Gwen, he sits behind her due to seating charts. But she always looks back, as if to check that he's still there. He'd smile at her softly and she'd smile back before turning her head to the front of the room again, reengaging herself in the lesson of the day. He just mostly tuned it out and stared at the back of her head.

When school ends, Peter leaves before Gwen, waiting for her just outside the classroom door. She smiles at him, her breathing caught in her throat when her eyes lock with his.

"Hey, you," he says, replaying her words from Saturday. She falls into step beside Peter, staring up at him in what clearly is amazement. He smiles to himself, watching the students milling around the hallways. A group including Flash and Sarah Larson stands huddled together at the end of the hall near Gwen's locker. Peter listens in on their conversation while Gwen opens her locker.

"…was locked, so I couldn't get in, but I definitely heard them," a girl named Lacy Fredrickson says, nodding her head enthusiastically.

"Who?" Sarah demands, grabbing onto Lacy's arm. The crowd of people buzzes in agreement.

"Gwen and Peter Parker! I saw them when they walked out, and then Parker said something and Gwen literally pounced on him and they started making out again!"

"Wow," Flash says, giving a low whistle. "Nice job, Parker." The kids surrounding them all break out in chatter, and Peter can feel his cheeks heat up. The smile turns into a sheepish one as he looks down at Gwen, noticing the way her cheeks are pink, too. So much for hoping she didn't hear any of that. Gwen laughs silently, risking a quick glance at the kids behind Peter. She looks away hurriedly, giving Peter the feeling that they're all looking at the two of them. As soon as Gwen shuts her locker, Peter wraps his arm around her shoulders.

"Well," he mutters when they're a good distance down the hall. "I didn't think we were _that_ loud." Gwen laughs out loud, throwing her head back and causing several people to turn their way. Once in the school courtyard, Peter looks down at her, taking in her appearance. He frowns.

"You're wearing your boots again," he says, a hidden tone of incredulity in his voice. Gwen sticks out a foot, showing off a gray knee-high favored boot of hers. "And a skirt. What happened to those jeans of yours?"

She rolls her eyes and shrugs. "I don't know. I just decided to wear them today." Peter smiles slightly, taking a mental note that the sudden change in her wardrobe had to be caused by something in particular. He had a pretty good guess what. They begin the journey to Stark Towers since Peter had his skateboard confiscated and didn't bother going to the principle to get it back, walking hand-in-hand, making fun of Stark as they go.

"So my mom's making barracuda tonight," Gwen says lightly, picking at a loose thread on her jacket. Peter bites his lip, a blank look on his face.

"That's a fish, right?" Gwen stifles a laugh and nods.

"You want to come over for dinner? You can bring Aunt May. I'm sure my mom would love her."

"Will Simon be there?"

Gwen's eyebrows come together.

"Yes. He should be there."

"Good, 'cause I'll need his help again."

**And finish! Don't worry; just with the chapter. Sorry I took so long. I had a big fashion show and I know people think supermodel meltdowns are clichés or whatever, but they are legit. I can't tell you how many I had to grab water for and fan their faces for and tie their shoes and buckle their belts for. Sometimes I feel like quitting my job and becoming an artist. I wish.**

**But I'm not here to bother you with my pointless life. Enjoy the story and more to come soon!**

**TeamSwiss737**


	10. Chapter 10

**Okay, here's chapter ten. I hope you guys liked the last chapter; it took a lot of time and effort. Be sure to check out my little one-shot I made from Gwen's POV on her feelings after she loses Peter and her father.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

"Oh, Peter – it's nice to see you again. And this must be your aunt?" Mrs. Stacy asks, sticking out her hand for Aunt May to shake. Peter gives a small, shy smile and nods. Aunt May takes Mrs. Stacy's hand before pulling her in for a quick hug.

"It's nice to meet you, Mrs. Stacy," she says quietly. "And I'm sorry for your loss."

It surprises Peter when Mrs. Stacy's eyes don't turn down to the floor at the commiseration like Gwen had told him. Maybe it's the fact that Aunt May can relate to the pain and empty feeling that runs through Mrs. Stacy's body and mind.

"Thank you," Mrs. Stacy replies. "And please, call me Helen."

Gwen enters the front entrance from the hallway, her hair now down in soft curls compared to the high ponytail she wore earlier at school. She smirks at the sight of Peter after giving Aunt May a warm greeting. "What? No fire escape this time?" she mouths at him behind her mother's and Aunt May's backs. Peter glances at the two older women who are already chatting away merrily and drifting over to the living room. He shakes his head, smile growing wider. Gwen moves over to him with her head tilted to one side, eyes scrutinizing him in a way that makes him blush self-consciously. Why did she always have to make him feel this way?

"You're just full of surprises, aren't you?" He stares at her for a moment, baring his teeth a little as he thinks about her statement. Finally, he jerks his head back and forth and shrugs. Gwen smiles knowingly and slides her hand into his. "I should've known," she murmurs, dragging him into the living room.

The two youngest Stacy boys, Phil and Simon, sit watching the TV, sitting so close to the flat-screen that their noses practically touch it, engrossed in the latest Spider-Man spectacle that happened late last night. The Daily Bugle News station was still covering it. Blushing, Peter hesitantly slides into the seat next to Aunt May on the couch. Simon turns around briefly to wave 'Hello' at him and say "Hey, it's branzino guy" before turning back to the television. Gwen laughs from her spot on the couch next to Peter. Aunt May and Mrs. Stacy chat over little things like home decoration and the weather and that God-awful hairstyle that the mayor's wife just got. Gwen joins in every once in a while, but mostly her attention is trained on the TV like her brothers – and Peter.

It's weird to watch himself from someone else's perspective, especially when he's in the middle of something as serious as last night's bank robbery. He couldn't focus on anything other than aiming right and making sure none of the five suspects got away. All were caught – thanks to him – but like always, the police made it seem like he had broken into the bank himself, even though the security tape showed that he had been clearly fighting the criminals, not aiding them. When the Spider-Man feature ended and the news anchors moved on to the 10-day forecast, Phil and Simon turn around. They're locked in a heated argument over which Spider-Man shows are the coolest.

"No, it was the one with the fire! He jumped from, like, a sixth-story window and still managed to hold on to that little kid."

Phil shakes his head. "You're way wrong: his best one's obviously the one from a few weeks ago when the S.W.A.T. people cornered him. There must've been twenty of them and he _still_ got away! Even Gwen was all worked-up about it." Peter looks over at her, a little shocked at the sight of how pink her face is. She clears her throat loudly, earning a questioning look from her mother as she stops mid-sentence about explaining her favorite casserole dish to Aunt May.

"What?" Phil asks, turning to her.

Gwen shakes her head back and forth in miniscule motions, eyes flitting over to Peter beside her.

"What?" Phil repeats, a smile spreading across his face. "Worried your boyfriend will find out you obsess over Spider-Man more than him?"

Peter's eyebrows shoot up and he tries desperately to suppress a smile, but to no avail. Gwen throws him an agitated look before sticking her tongue out childishly at her brothers and their evil smiles. "Cute," she says, the sarcasm dripping into a great, big puddle with the one word. Peter chuckles softly as her brothers laugh at her expression.

"It's true, though," Simon states eagerly, crawling over to kneel in front of Peter, hands on his knees as he leans forward, looking as if barely holding himself back from revealing a juicy secret. Peter risks a quick glance at Gwen before playing along.

"Really?" he asks in a shocked tone.

"Yeah." Simon's face is now glowing with enthusiasm. "She watches him on the news all the time when she gets home from work."

Phil, coming to sit down next to Simon, nods excitedly. "More like stalking," he adds candidly. "It's like, 'Gwen, he's not on the news every night. He has to lay low once in a while!' She never listens to us."

"Nope," Simon agrees. "So we decided we should just get Spider-Man to somehow come meet her and tell her to back-off. We barely get any TV time anymore!" Simon's bottom lip puffs up in a pout and he crosses his arms. Peter, looking amusedly between the two boys, laughs.

"Sounds like a good idea," he says, turning to smile at Gwen. "This doesn't seem like some healthy obsession."

"Yeah, we even think Gwen has a _crush_ on Spider-Man!" Simon blurts out, then erupts into laughter. Phil rolls his eyes. "She watches him as if _he's_ her boyfriend!" Peter leans back in his seat, eyes focused on Gwen who's gaze is trained on the couch cushion's design. She picks at an invisible loose thread, hiding her flaming cheeks.

"Well, it looks like I have some competition," says Peter quietly, an idea forming in his mind. A buzzer goes off, and Simon and Phil spring up from the ground, happy expressions on their faces. They groan and run into the dining room, followed closely by Mrs. Stacy and Aunt May who offers to help, leaving Peter and Gwen to themselves. Finally, Gwen looks up.

"So I was right, you do stalk me."

Gwen gasps, a defensive gleam in her eye. "No," she says loudly. "It's not stalking when you're just making sure you won't have to disinfect a needle and thread or fill a syringe full of morphine for later in the night."

"Ah; good point. Did you always think I'd come to you…if I got hurt?" Peter asks hesitantly, avoiding her eyes.

"Honestly, yes."

"Oh."

"It's just so embarrassing when they tease me like that," she whines, changing the subject to a lighter one. Peter laughs.

"Do they do that a lot?"

"Yes, unfortunately. When they have nothing better to do. It's even worse when Howard's around but he's probably in his room talking to his girlfriend." Gwen makes a face. "They're going through that 'Honeymoon' phase and it's really annoying when you have the room next to his and they talk until one in the morning every night. The walls are only so thick."

Gwen's mom calls the two of them into the dining room and they sit down around the table, Aunt May seated next to Peter and Mrs. Stacy, Peter seated in between Simon and Aunt May. Gwen sits across from him, shooting him coveted, knowing smiles when no one's looking. He returns them second-naturedly. Howard comes in a little late, mumbling something about homework, and Gwen gives Peter a frank look. Howard sits down where Captain Stacy usually sat (at the head of the table), looking at ease.

Barracuda proves to be a much easier fish to eat than branzino. Simon does, however, lean in next to Peter and gives a few tips on how best to cut the fish open. Peter nods, biting his lip as he tries to not harm the kid's ego. Mrs. Stacy's determined to learn as much as possible about the Parker family, keeping a constant stream of questions flowing from her lips with a few starts and stops for Aunt May's or Peter's answers. When one question comes to what Peter does in his free time, there's an odd silence that emanates from Aunt May, as if she's just as fascinated in his answer as Mrs. Stacy is.

"Uh-"

"Peter's the photographer for the school newspaper and yearbook," Gwen cuts in hurriedly, not confident that whatever Peter would say would be convincing enough. There's a short pause before Peter nods jerkily and stutters out his agreement. Aunt May leans back in her seat, lips pressed together in a thin line, but she seems to have accepted Gwen's response.

"Oh, really?" Mrs. Stacy asks, oblivious to the slight chill between her two guests and wave of tenseness stemming from her daughter.

"Uh, yeah. I – er, take all of the group photos for the yearbook…and paper…" Peter trails off, twirling his fork in his noodles distractedly. Mrs. Stacy nods.

"Well, it's been a while since I looked at Gwen's yearbook, but I remember her debate team photo. That was you, wasn't it?"

"Yes," he says with a slight blush, glancing at Gwen hastily before resuming his staring contest with the grilled fish in front of him.

"I have it framed at my office, it's that good!"

"Mom," says Gwen, a pained look on her face. Gwen's mother ignores her and continues.

"People compliment on it all the time," Mrs. Stacy says cheerfully. "You have a talent." Peter gives her a tight-lipped, weak smile, then ducks his head as his blush intensifies.

"Tell me, Peter," Howard says suddenly, leaning towards him with an evil-looking grin. "Is it your _favorite_ picture? Do you like to _admire_ your work?" Peter looks up, his mouth slightly open as comprehension dawns on him quickly. But how could he have known? "Ow!" Howard exclaims suddenly, jumping in his chair. Peter fixes his eyes on Gwen who's got hers narrowed at Howard.

"You've been reading my diary, haven't you?" she hisses at him under her breath, leaning across Phil to get closer to him. Peter sets down his fork, butterflies acting like tornadoes in his stomach and pushing away any appetite he had before. Okay, so Gwen's brother basically knows he had stalked his sister for a while. Great terms to be on when he's pretty sure Howard's now the man of the family. He blinks a few times, trying very hard to keep his face from drooping with embarrassment.

Mrs. Stacy, once again oblivious to the other chill climate that has settled around her dinner table, rambles on about how she had a friend who was interested in photography during college and is now the editor of the Daily Bugle, and if Peter would like an internship outside of the one at Stark Expo, she'll be sure to call up her friend and mention him. Peter nods, thanking Mrs. Stacy, and then after a few more aimless conversations about the freak storm terrorizing the southeast states, dinner's over. Gwen carries the dishes into the kitchen and Peter tags along while the others head back into the living room.

"That was nice of your mom, to offer to help me like that," Peter begins softly, drying the first saucer that Gwen hands him. Gwen nods absently.

"Mhm. She really likes you."

"Oh…well, that's – er, nice."

Gwen doesn't say anything, and Peter sees that her hands are shaking as she moves the sponge around the inside of a pot. Suddenly, she throws the sponge down and sighs.

"Ugh, sometimes I wish I could just leave. Leave and not come back for – for a week. That's all I ask." Peter remains silent, unsure of what to say for the moment. Gwen had been great (well, they were only together for a few days) at not letting Peter deal with her ranting about personal problems – girl problems that seem so sensitive to them when in reality, they're not. But he can feel an outburst coming on, now. He's seen the guys in the hallways that just stand there and watch with bored expressions as sentence after sentence of 'she-said-this' and 'I-can't-stand-her' that fly from their girlfriends' mouths. And they don't say a thing. There's a word for those kinds of guys: _whoosh-crack! _Whipped. Big-time.

He could never bear to tell her that he doesn't want to listen to her, but if they are honestly going to be together again, he doesn't want to be the boyfriend that just sits there with blank eyes, too scared to say anything about not wanting to listen. He wants to help her, get involved. He's too much of guy to just let the rumors of him being just like those other guys spread around. Well, now would be a good time to practice preventing that.

_Say something, you idiot! _he screams at himself. His mind reels. What _can _he say without hurting her feelings? He's not the greatest at verbal communication.

"Why?" he finally blurts out, thinking that her answer would be a long and extensive one, giving him time to think. He's so wrong.

Gwen fixes him with a critical stare, slowly picking up the sponge again.

"I'm sorry about Howard. If I've told him once, I've told him a hundred times not to sneak into my room and go through my things."

He gets the message that she's obviously switching subjects, shocking him even further, but he keeps a cool face, even managing to crack a small smile. "No, it's fine. I really didn't mind. I think it's actually cute that you make up stories about me drooling over you."

"Not drooling," she says with a smile. "And they're not stories, either. If you must know, I wrote that your uncle told me you have a picture of me on your computer – and it's not just because you had to take a picture of the debate team and 'touch-up some stuff' on it." She knocks shoulders with him and he laughs, remembering that significant conversation the two of them had in the hallway after he smashed the basketball hoop. In a way, he had officially asked her out then, although the asking had been hidden in a stream of 'or we could…'s and 'I don't know…'s.

She had said yes and that's all that mattered at the time.

Gwen sighs again, this time more lightly. "I've been thinking about the project," she murmurs, looking at him while rinsing off a dish. Peter nods, keeping his eyes on the pot he's drying thoroughly. "And I think you should know why Stark wants it built. I know you've been wondering. Nearly all of his scientists are wondering." He looks at her finally, confusion painting over his face at the seriousness of her voice. After cleaning the last pot, Gwen shuts the water off and leans against the counter.

"Do you know about the deal Stark made with OsCorp a while back?" she asks softly, looking down at her sweater.

"I don't think so."

Gwen nods. "Yeah, I thought so. Not many people remember it but it also helps to know that we were only five when the deal was made. There was only a small article about it in the paper, and even then it didn't describe anything that's true." She pauses, tapping her fingers against the granite countertops. "You know that your father and Dr. Connors came up with those spiders; they're their creations. It was their boss's idea to set them free in the wild and see how they adapt, though. Norman Osborn was sick, and being the man that he was, he didn't like it, so he branched off of Dr. Connor's idea of creating a better world, but this time with the spiders. Those spiders had only been…the proof Dr. Connors needed that cross-species genetics could work – Dr. Connors never thought that they could be the ones that…saved lives, I guess. But living proof's right here."

She leans towards him, fixing her eyes with his. "At first, your father went with it. That's why he designed the project. Osborn had called Stark in and asked if he could somehow convince the government that setting the spiders free was a good thing, despite the risk of exposing humans to the spiders. Stark's always had the government in his pocket since…you know…the whole Iron Man thing and Stark weaponry, so Osborn thought that Stark could easily persuade the government to go with it. Stark agreed, but after the first decline, your father saw the danger in the plan. He tried to tell Osborn and Connors this, but they were too hooked in the plan that they didn't listen. So your father gave Stark the design and probably destroyed the instructions. After the second decline, they shut the plan down, and Stark was no longer needed. And then your father…was gone."

Peter's eyes widen slightly, switching back and forth between the two of hers as it all sinks in. When it finally is soaked deep into his brain, Peter shakes his head.

"How? How do you know this?" He can't ask enough questions, and they fall tumbling after one another. "How do you know so much?"

Gwen closes her eyes, releasing him from the depths of them. "It's not important. I just wanted you to know the original plan before I tell you about Stark's plan."

"Stark's plan?" Peter repeats, eyebrows coming together. She nods, opening her eyes again to look at him. Her mouth opens, but she snaps it back shut quickly, shaking her head back-and-forth.

"I don't know the entirety of it, but I do know that it has nothing to do with the spiders. He wants it to track people. Obviously not normal people, but human-like creatures. I think you know which ones I'm talking about, right?"

Flashes of a giant, green professor, a man with a hammer, and a WWII soldier play like a flip-book through his mind. The green professor just smashed a car with his bare hands. The man with the hammer just made a lightning bolt fly down from the sky. The soldier just threw a shield with the force of a semi.

_Those _human-like creatures.

Peter nods weakly and Gwen carries on. "When Stark's team of these people dispersed, two of them disappeared and now he's trying to find them. Stark must've thought that this was the best choice he had."

"You mean, this is all just for some reunion?" Peter asks with cruel humor. "It's not to help for the – the greater good or something like that?" Gwen shakes her head.

"Peter, please don't take this the wrong way when I ask if you think this might help you…discover who you are or what you can do, because I don't think it will."

He chuckles sarcastically. "I already know who I am, Gwen."

"You know that's not what I mean."

He _does _know. And to be honest, he had been thinking that maybe this project, despite proving himself worthy of being his father's son, would somehow lead him to answers. Answers about his father. About his powers. About the spiders, even, since Dr. Connors isn't here to explain. Just…answers.

"What do you mean you don't think the project might give me answers?"

"It's too subtly planned. It's not involved. I can't see any way that you might find something about why your parents left or what exactly is going through your body and making you…like this," she finishes quite lamely, eyes running from his face to his toes. "I just don't want to see you get your hopes up, only to have them let down when you find nothing."

His hardened eyes soften. She's taking care of him, watching out for him even though he's very capable of watching out for himself. Except, he has been lacking in that department for a while now, hence the large bruise (that has finally begun to fade) that's painted over his left cheek, the 'x' slash marks on his right forearm from that crazy jewelry thief that made an offensive move on him the other night, and the slight limp as he walks around delicately nursing his right ankle since he landed on it funny last Tuesday after jumping from a building to avoid the police. He's been too wrapped up in taking care of everyone else and making sure he isn't caught by the police that he's been a little reckless with himself when it comes to defending.

Maybe he does need someone to take care of him.

He nods and closes his eyes, hands moving to cover his face and scrub viciously. He hears Gwen approach him, and the feeling of her arms wrapping around him gets his heart beating a mile a minute, yet calms his whole mind down completely, leaving him in one of those adrenaline rushes that he gets after an exhilarating night out. Instinctively, he removes his head from his hands and clasps them together behind her back, pulling her closer to him. When was the last time they hugged like this?

Oh, yeah. Saturday. It feels like it's been a year.

Is this what it's like to feel in love? To feel as if every look, every smile, every touch is separated by a million years when it's only been a day? An hour? To long for the looks, the smiles, and the touches every second of every minute of every hour of every day? He can't say; he's never been in love before, but this must be it.

He sighs her name into her hair as she tucks her head under his chin. She squeezes him tightly as if to say she agrees with him. That love is unpredictable, and irrelevant, and impulsive. But tangible. A little dangerous, but that's all part of it. Love comes with dangers both expected and unexpected; comes with problems anticipated and unanticipated. He may not have signed up for it, but he sure as hell will go through with it.

She's worth it.

She leans back to smile at him softly, but he has something completely different in mind. He bends down until his face is a distance so close to hers, she goes cross-eyed just to see him properly. He smiles, lips hovering above hers as he takes in the moment. The anticipation in his stomach since this will be their first real kiss since they stopped talking to each other. The confidence he has in himself that he only tends to have when he's got a mask on. The want and the love that just seems to ooze everywhere from her – from him. Finally, it's too much and he gently captures her lips with his.

It's a much awaited kiss. The ones shared at the party were heated, passionate, but cloudy. Distant. A little time-consuming. Not…them. They weren't present in the kisses. They weren't themselves. Now in this moment – when they're both sober – it's like the earth has suddenly stopped spinning; everything's gone silent; everything's gone still. Except for them.

Yes, this is what it's like to be in love. To have your soul shattered into a million pieces. To have the earth shake at a 7.9 magnitude beneath your feet. To feel the tug of your heart yet the push of your body to get nearer to the one you love. To feel as if your whole body's vibrating with the tingling sensation running up and down your spine. To feel as if every accomplishment ever made is nothing compared to the feeling of accomplishment as your lips connect with the one's you love. To feel as if every breath taken has been leading up to this one point in time when a reunion becomes a first, and a first becomes a reunion.

Tender. Sweet. Serene. A peaceful intensity. The kiss is best described with those words, but it seems as if no words could ever label the kiss between the two that shared it. Neither one pulls away, but it somehow ends with deep breathing and foreheads pressed against each other. Smiles set on lips. Eyes closed with contentment. They both aren't entirely bothered when Gwen's mother walks in, asking if the dishes are done yet. They slide deftly away from each other, hiding the smiles and creating embarrassed looks to twist up their faces. Mrs. Stacy once again the victim of walking in on a kiss.

Peter and his aunt leave soon after Mrs. Stacy walked into the kitchen. Gwen walks him to the door, fingers intertwined with his. He doesn't kiss her good-night (he's under the watchful eyes of Aunt May, Mrs. Stacy, Howard, Phil, and Simon) but she leans in to whisper in his ear.

"Come by later? Please?" She draws back to read his expression. He's stiff for a moment, reveling in the words that he's wanted to hear for a while now, before nodding and giving her one last smile, one last longing look. Then he leaves.

He's back at the Stacy apartment around 10:30 that same night, sliding her window open silently. She's sitting at her desk, typing something (probably an English paper) and he comes up behind her, just standing and watching with amusement as she taps her fingers on her desk restlessly, often hiding the document to check the time now and then. Smirking, he places his gloved hand over her twitching fingers. She jumps in her chair and whips her head around to look at him.

"No more coffee."

The startled expression on her face vanishes and she laughs – genuinely. God, he loves the sound.

"I don't drink coffee," she says, smiling at him.

"No more energy drinks."

"Good guess, but still no."

"Then no more chocolate houses."

She laughs again, leaning towards him to rest her head on his stomach. He wraps his arms around her shoulders and she stands up, smiling up at him as if he's her favorite person in the world – but he probably is. "Fine, no more chocolate houses." He rolls his jaw and smiles at her, baring his teeth faintly like he always did when he was nervous. "What's on your mind?" she asks softly, one of her hands placing itself on his cheek, hiding the bruise on it.

He just shakes his head and shrugs, probably deciding that no words are better than a whole parade of incoherent ones.

"You know that only tells me your mind is full of things?"

He looks at her, lips twitching up in a half-smile. "No, only one."

She blushes a little, looking to the floor to compose herself before staring into his eyes again. And then she's lost in his eyes and he's lost in hers and it's the same moment like before with the soul shattering and the ground shaking and the body tingling and everything else.

Silence; even the noises of New York have dimmed enough to leave behind a tranquil hush. The world holds its breath as their lips touch once again to continue from where they left off the last time.

And then it's explosions, the sounds ricocheting off the walls, the bass of them reverberating the whole room until it vibrates. A loud hum fills his ears as her bottom lip fits between his, where it's supposed to be, where the both of them favor it to be. Fireworks could be going off in her room and the both of them wouldn't even notice. The whole team of the NYPD could be storming the building and they wouldn't even notice-

A siren is what breaks them apart. She clings to him suddenly, knowing that that's his cue to go. He hasn't even been here for five minutes. Or maybe he has. The clock reads 11:02, nearly twenty minutes since she last checked it before Peter came. He inhales quietly.

"I have to go," he whispers, forehead pressed against the side of her head.

"I know." Her voice cracks. This is expected. This is natural. It's part of being with him. So why is she crying? "Will you come back?"

He leans away from Gwen, dark eyes smothering her on the spot. "I'll always come back."

She ducks her head and he slides out of her grasp, moving towards the window. He's bending low to put one foot out – She seizes him quickly, grabbing his suit as best as possible and dragging him towards her. Her frantic lips find his shocked ones within a heartbeat, crushing against them as she pushes him towards the wall. He runs into her shelf, knocking over a few books in the process, but he's pretty sure she could care less for the moment.

The kiss: desperate and needful, a little wild and passionate, representing their feelings towards him leaving each night, unsure of whether he's going to return or not, even though he's so very careful. No matter what the odds are, there's always the other side.

The sirens grow louder, and her fingers finally unclench from his hair, his hands finally stop bringing her closer and closer. A soft sigh comes from one of them.

"Don't lose anymore sleep because of me," he teases, though there's a hidden command in there, too. She backs away from him, allowing him room to slip out of through the window easier. His face peers into her room one last time before a mask is thrown over it, and then there's a _whoosh_ing sound, signaling he's gone.

Of course she's not going to sleep.

~ sm ~ sm ~ sm ~ sm ~

He was almost finished with his run. In fact, he was on his way home when the sound echoed up from one of the darkest alleys on the street flying below him as he swung from building to building. A scream, a sob, then a cry for help. A cruel laugh, one he's heard a million times now. Instinct took over him, and he dropped into the street at the mouth of the alley, moving stealthily down it hidden in the shadows. The first drop of rain hit his shoulder, then a second hit his cheek, and then it started down-pouring quite suddenly as he squinted through the darkness to see the two figures in front of him better.

Another sob rang through his ears, and Peter pounced. He shoved the attacker to the ground, pinning him there, water coming down in sheets all around them.

"Didn't your mother ever tell you to make a good first impression in the rain since a bad one means bad luck? Always obey the superstitions; take it from a guy who knows." The man, apparently, did not hear that because he appeared lifeless on the alley's ground, seeming to have been knocked out cold on impact with it. Peter got up from on top of him, shaking his head disgustedly. It's those kinds of guys that really pissed him off. He had turned around swiftly at the sound of another sob, and from the weak light of the lamppost across the street, he saw the other figure lying slumped against the wall.

"Mary Jane?" he whispered. She flinched when he said her name, her whole frame shaking from head-to-toe. Her eyes widened suddenly, and she opened her mouth to speak – Pain. Searing pain ran through her shoulder and down his arm. Peter whipped around, throwing the attacker off balance and causing him to trip. Peter quickly put a hand to the back of his right shoulder, and ignoring the slippery feeling of blood beneath his hand, kicked the knife away from the attacker. The attacker cowered on the ground, but Peter, having not enough energy to do much about him, just flicked his wrist (not with his right arm) and pinned the man to the ground. He fell to his knees beside the now-unconscious Mary Jane and heaved her onto his shoulder.

He'd have to run.

~ sm ~ sm ~ sm ~ sm ~

His shoulder's on fire as he finally reaches Mary Jane's front porch. He barely stumbles up the steps (his legs are killing him) and rings the doorbell before falling to his knees once again. He's lost so much blood. So much. Everything's going hazy and pale. The door opens, breaking him free of his little disorientation.

"Mary Jane!" someone cries out. She's lifted from his hands, and he uses the door to help himself up. "Is she alright? Will she be okay?" Peter scarcely nods, his breathing becoming more and more ragged with each new second. "Oh my God, bless you, Spider-Man. Thank God you were there. If there's anything…"

The rest of the words are lost as he scuttles off of the Watson's porch and down the street to crawl up a house and leap from roof-to-roof until he reaches his own. Everything's now going from pale to black when he slides through his open window and peels off his suit, careful to avoid the gash in his right shoulder. He shakes his head a few times to wake himself up as he wipes his shoulder clean and wraps a towel around it tightly.

Eventually, the black is too strong to suppress and he's soon drowning in it.

It's all over the news the next day.

'**SPIDER-MAN SEEN TAKING REFUGE IN QUEENS – POSSIBLE SIGHT FOR THE VIGILANTE'S HOME'**

He feels like he's drowning again when he sees it. He does do a pretty good job of hiding it, though, when Aunt May asks him what he thinks about it. He had merely blinked at her, stuttering out a "What? Are you serious? That's so cool!" and endured a small lecture about upon seeing Spider-Man in the neighborhood, Peter would not go up and pester him and demand to know where he lives.

Now he feels dirty staying here, exposing Aunt May even though they're in the confines of the kitchen. He can't stand being here a second longer. So after grunting out a good-bye, he bolts from the table, leaving a half-empty bowl of cereal and a confused Aunt May. He only just makes it out of his neighborhood without getting run over by a news van. They're everywhere; up and down the street, around the next block, driving slowly up and down alleys. Peter doesn't dare start swinging to school until he's ten blocks away from his house.

At school, the hallways are buzzing. People stand in tightly-packed groups, talking fervently about who lived in the neighborhood and possible people they might know that could be infamous hero. Peter's constantly jostled by people who won't move away from their groups for one second, and the effect makes the burning in his shoulder almost unbearable.

Gwen's waiting at his locker when he gets there, tapping her shoe (she's wearing a skirt and boots again) and biting her lip, nervously adjusting her black headband. Her eyes flash when she finally spots him among a huge crowd of juniors. Her mouth drops open before shutting quickly again, and she shakes her head.

"What happened?" It's a blunt, simple question, but he can't find the words to it.

"Uh-"

"Peter, they caught you on video!" she hisses lowly, stepping towards him. He nods. He had seen it, too. The stoplight camera capturing him running across the street, a flash of red and blue and tan from Mary Jane's coat. It's shows an obvious footage of him running up to Mary Jane's front porch and him leaving, but not going back in the direction where he came from. It doesn't take a genius to put two-and-two together.

"I – I had to…get the girl back to her home…"

"She's your neighbor?"

"Yeah."

"You should have at least doubled back or – or come to my place and wait."

"I didn't know there were cameras…and I don't think I would've made it."

"What do you mean?" Gwen asks, her face going an unhealthy pale. Suddenly, she's wringing her fingers so tightly, her knuckles skip the white and go straight to a suffocating purple. He takes them in his hands, prying them away from each other. She sighs.

"It's nothing, I just got a little cut…" He trails off after remembering the way the gash looked this morning. Still a divot, no longer bleeding, but red and white splotches all over and dried blood caked everywhere around it. Gwen's face falls and a crease forms between her eyebrows.

"Why didn't you come to me? I could've helped."

Peter swallows, grimacing slightly. "I was just so close to home…and it was already late. I didn't want to wake you up."

Gwen laughs.

"Peter, please don't be worried about how much sleep I get. It's nothing compared to if you bleed to death one night or not from a cut you can't stitch up yourself."

Peter smiles softly, the happiest he's felt all day though he still feels like crap. His shoulder stings, his head is throbbing, and suddenly, everybody's whispering about him and three other guys in the school who supposedly live in his neighborhood. He's now labeled as a possible candidate for Spider-Man. Great.

Peter groans and envelopes Gwen in a hug, crushing her gently against his chest. She inhales heavily, face pressed into his chest.

"I've got you," she whispers. "I've got you."

**Wow. That was a very long one. Next one I hope to have up by Friday. If not, yell at me to do so in your reviews. I really liked this chapter, but of course this is just my opinion. Please review if you feel like you should say something.**

**Enjoy-**

**TeamSwiss737**


	11. Chapter 11

**Here's chapter 11. I really like how this story is going, and I hope to have many chapters to come. At least 15 total and an epilogue. You guys will love the epilogue, I promise. Be sure to keep reading because although things have been mostly focused on Peter's and Gwen's relationship and how it came to be again, things will get more action-y and more eventful. I'm really going to focus on the project and Stark/Peter's relationship in this chapter. If you haven't noticed by now, but there's still the Mary Jane thing and Peter's pretty pissed at Stark for holding back the information on the deal with Osborn from him.**

**But then there's always the Peter/Gwen cuteness, too. I never forget that.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

Peter had to withhold himself from storming into Stark's office and demanding the whole story from him as soon as he and Gwen arrived at Stark Expo. He fidgeted over his work, looking up more than needed, tapping his pencil louder than necessary. As Peter sketched out his own design of the STD, Stark left his office to approach Gwen's desk. Although Gwen's desk isn't far from his, Peter couldn't hear a single word shared between the two of them. He'd have to ask Gwen about their exchange later.

He's putting the finishing touches on the sketch when Stark comes back out of his office. Stark stretches his arms over his head, yawning widely while his dark eyes rove over the lab, observing each scientist at their job. He's apparently satisfied with what he sees because he smiles and moves towards the display case that holds the high-tech cooler for his precious drinks. After he's been supplied with one, he moves from desk to desk to watch what everyone's working on. He reaches Peter's desk last.

"How's it coming along, Parker?" he grunts, taking the drawing out from underneath Peter's pencil. Peter bites the inside of his cheek. The last thing he wants to do is get on Stark's bad side; there is no possible way you can get what you want out of Stark if you are not on good terms with him.

"Fine."

"I see you upgraded the STD…that's gutsy, kid – but it might work."

"Thanks," Peter says quietly, picking at the cap of his pen. Stark looks at him from over the sketch.

"Anything new on how to work it?"

Peter's lips twitch down. Yes, as a matter of fact, he has, but he wants answers first. He wants Stark's side of the story. Even though he completely trusts Gwen in what she told him, he just needs to hear it from the source and from the source's point of view. Then he'll start giving Stark answers.

"I was wondering if I could talk to you," Peter says, getting up from his chair. He's a bit taller than Stark, but he feels maybe an inch tall as Stark stares him down with a leveled expression.

"Alright," he finally complies, and Peter exhales, realizing he had been holding his breath. Stark turns on his heel and starts for his office, Peter trailing along behind him. Gwen looks up from a notebook full of symbols and equations to watch them pass with wide, fearful eyes. Peter shakes his head at her. When Stark closes the door, he sits down, gesturing for Peter to do the same. Peter, however, ignores him and remains standing, fixing Stark with a glare.

"I want to know the truth behind all this," he says forcefully. Stark matches his glare.

"Behind all what?"

"The plan you made with Osborn 12 years ago. The reason why you decided to build this thing now and not years ago. I want to know before I help any further."

Stark is quiet, his eyes sizing up Peter. They come to a rest on the webbing devices situated on his wrists before wandering over to a sleek-looking weapon of some sort mounted to the wall.

"Why do you think you deserve to know these answers?" Stark challenges, his usual emotionless façade betraying him as the slightest hint of panic is exposed on his face. Peter smiles inwardly at the thought that he might actually be intimidating him – him, Tony Stark.

"This was my dad's project, and now it's mine. I should get to decide how the STD's used or not," says Peter confidently. Stark shifts in his seat and Peter can practically hear his mind whirring around while he scrambles for the answer he wants. When one doesn't come, though, Peter gives him a little push. "Why do you want to find those people so badly? I thought you worked alone."

Stark's eyes snap up from the ground to look at Peter sharply. "I thought so, too, but not everything goes the way you plan it."

Yeah, he knows the feeling. He didn't plan on being an orphan, but he couldn't help that from happening. He didn't plan on getting bitten by the spider, but he couldn't help that from happening, either. He didn't plan on falling in love with the chief of police's daughter, but look how _that_ turned out. There is no organization at all. Living in the moment is the story of his life.

"Why, then?" Peter urges.

"It's not that easy to explain…"

"Try me."

Stark's eyes frost over for a moment, and the hairs on the back of Peter's neck stand up. So much for intimidating him. "Ask me when you have your own partner, then I'll tell you. But for now, let's just assume that those people are like your favorite pair of shoes. Old, a little annoying, but always there for you. You can't live without them, and now that they're gone, you're lost." Stark leans back in his chair. "And barefoot."

Peter blinks at him, then shakes his head. "Haven't you ever thought of the possibility that they might have left for a reason?"

Stark nods. "One of them did, but he didn't want to leave. It was mandatory that he was supposed to go; he's got a planet to look after. He suddenly just vanished one day without even saying good-bye, though. He's got a girl here," he adds absently, staring at a spot on the floor. "But the other guy…there was no way Rodgers just left in the middle of the night without a logical explanation. That's why I want this thing built: to get answers. When those two left, they didn't just hurt me." Seeing the expression on Peter's face, Stark scowls. "And yes, I have feelings. Not all of me is machine, you know."

It's silent for a moment as Stark remembers the day where two of his teammates weren't seated around the conference table like they should have been. He remembers the dead look in Bruce's eyes, the sad expression on Natasha's face, the deep lines creasing Clint's forehead… Stark finally focuses back in the present. He glances down at his desk, then back up at Peter.

"Now would you get out of my office and go work on the thing that'll give me answers since I gave you answers?"

Peter shakes his head stubbornly though he feels a little bad for doing so. "I'm not finished," he replies half-heartedly.

"What?' Stark snaps.

"You haven't answered me everything."

"What more do you want?"

"I know about Mary Jane, if that's even her real name."

Stark doesn't even blink. Instead, he rolls his eyes to the ceiling and makes a scoffing noise. "Good for you."

"Why do you have her following me?" Peter demands, coming to stand behind one of the visitor's chair and gripping the back of it.

"One," Stark begins in an annoyed voice, "you're new. Two, you're teenage kid that has a mind of his own. Three, I don't trust you. And four, you're a kid with special abilities. I'm pretty sure any scientist like me would want you followed…you're just lucky it's me and not government spies. Now there's some people that know how to track you." He snorts into his drink, allowing himself a quick smile.

Peter shakes his head at Stark's joke. "Well, can you lay off now? I'll just keep avoiding her and you won't have anything on me, then."

"Too late, I just made her sign a four month contract."

"What?"

"Get out of my office – I've got better things to do."

"But you-"

"Out."

"Ugh-"

Peter makes a cynical face before storming out of the office, muttering profanities at Stark under his breath. He slumps into his desk chair, fuming and short-tempered. Gwen catches his eye seated at her desk. He gives her an annoyed expression to symbolize what he's feeling and she smiles at him. "That's just how he is," she mouths, shrugging. Peter smiles painfully and Gwen chuckles. He turns off his desk light a little while later, mind resting on wondering about what Aunt May is cooking for dinner. Gwen meets him at the elevator after she held back a moment to ask Stark something. Once in the carriage speeding towards the lobby, Peter turns to her.

"What were you and Stark talking about earlier?"

Gwen's silent for a minute, and Peter wonders if she's pondering over the possibility of telling him the truth or not. She gives a heavy sigh, eventually, grabbing some gloves from her backpack.

"The same reason why I know so much about the deal."

A pause.

"Which is…?" he prods. Gwen is careful to slip each finger properly into the correct glove fingers before finally answering him. By the time she speaks again, they're already stepping out of the elevator and onto the main floor.

"My dad got Stark out of a tight spot a long time ago, and Stark's owed him ever since. When he heard that my father was dead, Stark came by and asked if I wanted a job with him since he was setting up a new headquarters here." Gwen shrugs. "I guess him and my dad were in touch because he knew that I had worked at OsCorp, and he thought that I was adept enough to handle the project alone. That's why he filled me in on what the project was supposed to be made for and what it's capable of doing. Since I was by myself, I needed some place to start."

Peter smiles wryly. "Do you know what Stark did?"

Gwen laughs, bringing her coat tighter around her as they step outside. "No, but it's fun to guess. I keep asking him but he won't tell me; he just pretends to go deaf and downs his drink so he can go get another one as an excuse to leave."

The rest of the walk to Gwen's apartment is spent making up wild stories about how Tony Stark got into trouble with the NYPD. When they reach the front entrance, both's sides hurt from too much laughing. Gwen exhales heavily, looking out at the street and watching the taxis and people go by. Peter can see the reflection of a streetlamp in her eyes. She turns to him, smiling softly.

"Thanks for walking me home again," she murmurs, moving towards him. Peter automatically brings a hand to her waist, just comforted at the feeling of having her near him, having her close enough to touch. Gwen places her hand in the crook of his elbow, securing herself to him.

"My pleasure."

"Mm."

"Just kiss already," the doorman grumbles from his position stationed near the door. Gwen laughs but it's cut off as Peter swoops in, silencing her with his lips. It's a short and sweet parting kiss, leaving the both of them in a tamed euphoria as she heads inside, smile lighting up her whole face, and he starts down the street, grin plastered to his lips.

Dinner's fresh out of the oven when Peter walks into the kitchen ten minutes later, sniffing the air and trying to keep from drooling. His stomach grumbles and Aunt May laughs at the sound of it, sprinkling some salt on top of the corn.

"Glad you're hungry, I made a lot."

"I'm starving; what's for dinner?" Peter asks, opening the fridge idly and taking out a small bottle of apple juice.

"Pork chops."

He makes a face while taking a swig of his juice.

"Don't worry, they aren't like last time's pork chops."

"Good. Hey, Aunt May…do you know what happened to the girl next door? If she turned out okay or not?" Peter asks, a sharp twinge in his shoulder reminding him of last night's events.

"I heard she was brought to the hospital. I think she went into shock or something like that…poor thing. It was a lucky thing Spider-Man was there."

Peter nods subconsciously, leaning against the counter while Aunt May moves about the kitchen around him. "Yeah, it was luck."

Dinner's a long one, and after the dishes are done, Aunt May insists Peter watch 'Wheel of Fortune' with her. "You're just so good at it," she says. "You make it more enjoyable than it really is." So Peter stretches out on the couch with Aunt May in the armchair next to him. She's knitting…something. When he asks what it is, she says it's a hat, but Peter thinks it looks more like a fuzzy gray garbage bag. He doesn't tell her this, but he just hopes the hat isn't for him.

After 'Wheel of Fortune' is finished, Peter whines at Aunt May that he's tired. She gives him a look, smiling slightly at him before nodding towards the stairs. He hops off of the couch, placing a swift kiss on her withered cheek before sprinting up the stairs and bursting into his room. He shuts the door softly and locks it. Peter tears off his clothes, careful to avoid his right shoulder that is still burning dully, then slides into his suit. He looks himself over once in the mirror, examining the rips, holes, and stains. Is spandex washable or dry-clean only? And – honestly – how is he going to patch that gash in the side of his suit from the spandex melting when he ran through that burning building?

He had a feeling the tailors would ask too many questions if he dropped it off there the next day.

Peter's perched on the edge of some building, about to jump in on a car chase below him when his phone buzzes. Fearing that Aunt May might be calling, he takes it out of his backpack, beadily examining the number before breathing a sigh relief. It's just a text from Gwen.

_There's First Aid under my bed…just in case, bug boy_

Peter smiles, sliding the phone back into his bag before lunging off of the building and diving through the air towards the ground. At the last minute, Peter shoots his wrist to the side, the biocable catching him right before he lands flat on the concrete. He rides through the air, keeping pace with the runaway Ford and two police cars. When he gets near enough, he cuts the biocable short and launches himself into the bed of the Ford pickup. The car swerves, the driver having jumped in his seat when he felt the impact Peter made with the car.

_Go time_, Peter thinks, crawling along the side of the truck. He peers in through the passenger window, trying to see the driver- The car suddenly lurches to the right, heading straight for the lane of traffic. Peter barely crawls to the top of the truck before being squashed between the truck and a bus ambling along next to them.

"You wanna play games? Okay, time for 'Sorry!'," Peter mutters, swinging his arm back and bringing it down quickly, his fist connecting with the driver's window and shattering it. Someone yells from inside the truck's cabin. "Whoops. My bad, didn't mean to break your car."

The man snarls and Peter raises an eyebrow, once again peering into the truck. The man's fist comes out of nowhere, getting him straight in the eye. There's a cracking sound as the lenses of his mask break.

"Seriously, man? Those were Oakley's!" Peter whines, ignoring the throbbing pain his left eye is enduring. Peter leans back a little, aiming his body correctly before using his arms to push himself into the truck's cabin. The driver leans out of the way just in time, causing Peter to fly past and collide with the passenger door. A little disoriented, Peter shoots a web at the driver's left hand, making it fly of the steering wheel and latch onto the car door. He does this to the other hand, then seizes the steering wheel himself. He kicks the driver's foot out of the way and works the gas, half of his body angled over the driver. The man bites down on the Peter's back suddenly, and Peter quickly elbows him in the nose, knocking the man out.

"Please tell me you weren't trying to give me a hickey."

Peter slows the truck to a stop, then climbs out of it. He wastes no time in waiting around for the police cars to catch up with him before shooting a web at the nearest building and swinging from the sight, the only sign that he was ever there being the webs holding the criminal hostage in the car.

Blood from the bite mark drips down his back, and there's a slight ringing in his ear, a sure sign for a possible concussion. As much as he likes going to Gwen's place, the reason is often times not a very good one, like this time. Exhaling heavily, Peter sets a new course for Gwen's apartment after grabbing his bag, wincing as the pain in his eye, his back, and his shoulder intensify with each new swing.

She has to say that it shocked her to see him outside on her fire escape maybe ten minutes after she texted him saying she was ready for any injury he threw her way. When she finally slide her window open, fingers fumbling as the surprise of him crouched there with blood dripping thickly down his back runs through her, she smiles at him breathlessly.

"You didn't just hurt yourself on purpose, did you?" she teases, giving him room to crawl through the window. His back is hunched over, but he's still taller than her, gazing down at her with sheepish yet amused eyes. One's almost swollen shut.

"Thought about it, but what's the point when you know it's coming for you anyway?" he replies back just as lightly even though she can see he's in a lot of pain. He's struggling to stand properly, and she sees he's cradling his shoulder. Joking aside, she helps Peter sit down on the floor, gently touching him where she thinks it hurts the least, according to his facial expressions.

Eyes closed means in pain. Eyes open means still intact.

"Where's the blood coming from?" she asks mostly to himself, but Peter laughs.

"My back, more towards my neck, I think." Peter leans forward, bringing his knees up to his chest and resting his head atop one of them. With feather-light touches, Gwen slowly unzips his suit until she reaches halfway down his back. She suppresses a gasp when she sees the wound placed right in between his shoulder blades.

"Peter, did someone _bite_ you?"

"Uh…" He sounds a little embarrassed. "Yeah…"

Gwen grabs the First Aid kit and takes out a gauze. She runs into the bathroom across the hall quickly, running the gauze under warm water. She comes back and starts dabbing at the bite marks oozing blood. They were incredibly deep, deeper than any bite she's seen.

"I think the guy's teeth must've been razor-sharp or something."

Gwen laughs softly. "It looks like it," she agrees, wiping the new and old blood from down his back. Peter gives an involuntary shiver, and Gwen's just thankful that he can't see her blush. When she's done all she can (coating the bite mark with Neosporin and placing a large bandage over it), she asks him where else he's hurting. At first, Peter's reluctant to tell her. She would probably overreact at the sight of his shoulder, and he's pretty sure he might throw up at the sight of it, to top it all off. After she threatens to punch every part of his body and see where he reacts the most, Peter groans and slides his arms out of the suit.

This time, she can't hold in her gasp.

"Peter," she murmurs, reverently touching the edge of the gash. He expects to feel pain, even at her weak touch, but he doesn't. He only feels the warmth from the tips of her fingers. "When did you get this?"

"Last night," he whispers, trying to crane his neck around to see her expression since she's sitting behind him.

"How?"

"A knife."

"It went in there really deep. Dammit, Peter, you should've come to me!" she cries out unexpectedly. Peter turns to face her, but she forces him back to his original position. "Stay put," she commands. "It'll make this easier."

"Make what easier?" he chokes out.

"This," Gwen replies, extracting a syringe full of a liquid, a needle, and thread. Peter shakes his head back and forth.

"Not that I don't trust you, but I think it's better if you don't come near me with a needle."

"Don't be a baby."

"Can I ask where you got the shot?"

Gwen gives him a look. "Where do you think, Peter?"

"Can we really trust Stark, though?"

"I can if it comes down to your well-being."

"That makes me feel so good," he says sarcastically, his whole body tensing as he feels the end of the needle pierce into the skin on his arm.

"Relax," Gwen says soothingly, placing a hand on his other shoulder while she injects the morphine into him. Just like he suspected, the morphine is no ordinary dose of morphine, obviously an upgrade of it made by Stark. The effect is instantaneous. His arm is soon numb enough where even fire could touch him and he wouldn't feel it. "Don't look if you don't want to," Gwen whispers. There's a slight tugging on his shoulder, but that's all he can feel.

She's silent as she works, and Peter counts her breaths until she's finished. She snips the thread with a resigned flourish, then groans softly. "Hey," Peter says gently. "It's the best you can do." She laughs and rests her forehead on top of his arm (which he can't feel, by the way).

"It's hideous."

"Okay, first, I don't go around the city without a shirt on. No one will see it. Second, I would've done a much worse job by myself, so don't feel guilty at all."

"Too late."

"Hey hey hey," Peter whispers, twisting his torso around to face her. Using his good arm, he reaches up to cup her face with his hand. "Thank you," he says softly. "Really." She closes her eyes and smiles and he can barely make out a faint blush creeping up her neck from the weak light of the streetlamps below. He leans forward, speechless to her beauty, his lips brushing tenderly against her delicate cheekbones. He slides his mouth over the bridge of her nose and then over her eyelashes, as if determined to have his lips memorize every inch of her perfect face, every facet of her smooth skin. She mumbles something incoherent, but he doesn't ask.

Finally, she tilts her chin up, capturing his lips' attention with her own. He moans softly into her mouth, pushing forward instinctively. Her hands slide up his bare back and glide over the bandage, coming to a rest on the back of his neck where her fingers tangle into his hair. He kisses her fervently, and she responds back with just as much enthusiasm. He pushes forward even farther, stumbling a little without the use of his other arm. She giggles softly against his lips once before her tongue pokes at his. Then he's ravaging the inside of her mouth so passionately he's sure Aunt May and Mrs. Stacy would be utterly horrified and disappointed.

A whimper escapes from her throat, causing goose bumps to erupt on his arms and back. She's everywhere, not just pressed so close to him it looks as if they were born like that, not just on his lips. She's in the air around him, filling his brain; he inhales her, and it's like he's getting high on her scent. The room's spinning like crazy, but he feels so grounded it's nearly impossible.

"Peter," she breathes when they break apart to catch their breath. Her eyes are dark – so very dark. Her breathing is ragged, and he takes pride in making it like that. He can practically hear the heavy thumping of her heart next to his.

'_We've got a suspect moving East down 30__th__ and fast. Possibly armed. Male, shoulder-length blonde hair. Red sweatshirt.'_

The radio scanner makes the both of them jump. Gwen sighs, pushing herself up from the floor.

"You can't honestly go out there with your arm, right?" she asks, offering him her hand to help him up. Peter shakes his head, pulling on his mask.

"I have to," he says simply. Pulling up the mask just enough to show his mouth, Peter smiles at her and leans in to give her a quick peck. "Besides, the feeling's already coming back. My whole arm is tingling." And just as fast as he came, he leaves. Gwen sighs again, wondering if all nights would be as bi polar as this one.

**There's chapter 11. Next chapter will be really good. A sneak preview will be a Peter&Gwen/Mary Jane confrontation, and some trouble goes down with the news people and Peter arriving home late one night. And Peter better pay more attention to Aunt May. And a certain letter's coming in the mail as Peter's birthday arrives.**

**But that's only next chapter!**

**Enjoy-**

**TeamSwiss737**


	12. Chapter 12

**Here's chapter twelve. Sorry I haven't written anything. School, work, trying to maintain a sane head...all catching up to me and making me SWAMPED - Enjoy.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

There was no closure. For once, the man got away. But he was so close.

_So close._

The man in the red sweatshirt had disappeared; vanished. Dissolved into a thick crowd of tourists bearing their cameras and 'I-Heart-New-York' t-shirts, and business people dressed up in their black suits and yelling into their phones. Peter had a feeling that it was him, the guy who killed his uncle. The guy who threw him a chocolate milk as a bribe to keep quiet. The guy who took the life of his favorite person in the world just moments later. It _was_ him – he could feel it.

Wednesday means A Track, bringing him English, Bio, Spanish, and European History. He sighs to himself, just begging for the clock to tick by faster as he stands at his locker getting his things for English. It's not even first hour and he already wants the school day to be done. Gwen falls into step beside him when he starts for class. She looks up at him and produces the smallest of smiles, a hint that her mind is also resting on last night's kiss. Last night's kiss. A shiver goes up Peter's spine as he thinks back on it; the kiss had been different. Something had sparked inside of him, something he's only ever felt once before.

Yes, he's felt want and desire before…but that kiss…that kiss was like pushing boundaries. He and Gwen exchanged something he only felt once, and they hadn't even kissed, then. He had begged her to, bringing her closer and closer, but she had suddenly pulled away and told him of how she worried for her dad each day, and how she worried for him each day, too. Then the moment faded, and it was gone.

Peter smiles widely, forgetting about the man last night, and the way his shoulder's still sore, or how there are news vans scouring his neighborhood and stuffing their microphones into everyone's faces. He grabs Gwen's waist and pulls her closer to him; she beams up at him as he holds her close while walking to class. When the bell rings, he sits behind her, smiling at the back of her head absently throughout the period. He's pretty sure they were assigned something, but he didn't bother writing it down. She just…put everything else out of his mind, leaving him in a peaceful serenity that was fueled by need.

He doesn't know how long he stares at her blonde hair spilling down her back; he only knows that when the bell rings, he's jerked out of a fantasy of his scars – _all_ of his scars – being healed thanks to Gwen's gentle touches. Probably not the most decent thing to be thinking about in school. Gwen taps her pen on the top of his head, standing over him.

"Come on, bug boy. We've got bio."

He returns her smile cheekily, sliding his notebook into his backpack and throwing it over his shoulder. Gwen takes his hand and Peter blushes a little, still not really used to displaying emotions in public, and especially in school. She seems at ease, though, guiding him through the sea of students and faculty. Now, let's get one thing straight: AP Biology is an ass-kicker. Almost as much as an ass-kicker as Spider-Man. So when Peter slides into his back-row seat, one seat diagonal from Gwen, he gets a serious expression on his face. Last time he checked his grades, they weren't the perfect line of As he's used to; a big, fat C+ in his Biology grade messed everything up big-time. He can't remember failing any recent tests, or bombing some lab report or something, but suddenly, the C+ just appeared there. Peter had stared blankly at his computer screen. There must've been some mistake; Peter Parker never got Cs.

Except how would he know? He's been asleep for quite a few of his classes ever since Uncle Ben died, biology included.

"Peter," Gwen murmurs when they're sitting next to each other on the steps of the school, eating their lunches contentedly and talking about unimportant things. He looks up at her from his half-empty pudding cup, quickly shoving a spoonful of chocolate pudding into his mouth. He sees that her brow is furrowed in concentration and she's picking idly at the skin of her untouched apple. "When's your birthday?"

Peter's eyes widen a little in shock. Not what he was expecting. And then his eyes widen even more as he realizes how close his birthday really is. He sucks in a little air, choking lightly on his pudding before he forces it down his throat. Gwen watches him closely, a certain purse to her lips. Peter shrugs.

"Soon."

"Like how soon?"

"The seventh."

"You mean it's this Friday?" she asks bewilderedly. Peter only shrugs again.

"It's not such a big deal. Usually me and my aunt and uncle would just go out, so nothing special," he mumbles, taking another scoop of pudding.

"What do you mean? You're turning eighteen in two days; you have to be doing something special! Didn't you have a party for your sweet-sixteenth?"

Peter smiles and raises an eyebrow questioningly. "Isn't that more of a girl-thing? Having a huge party just because you turn sixteen?"

"I didn't have a huge party; only my closest friends came. And it doesn't _have_ to be a party – did you do anything special or get anything special?" Peter makes a face as he thinks, absorbed in his thoughts. Finally, he shakes his head.

"No. We just went out to eat at that pizza place down on 74th."

Gwen looks horrified. "Peter, you've been living like a hermit! How could someone not want to celebrate their birthday in a special way, especially when they turn eighteen?" she asks, shaking her head at him.

"Maybe I don't like celebrating my birthday," he mumbles, turning his head away from her to look out at the school grounds. Gwen gapes at him silently, unsure of what to say. Peter doesn't turn to her. Finally, she speaks up.

"Why not?"

Peter's shoulders drop minimally and he sighs. Students wander the grounds, some eating as they go, some with their noses buried deep in books or notes, and some walk, aimlessly chatting with their peers and friends. Peter envies them; envies how peaceful they truly are or how worry-free their minds are. He envies their normality.

"My birthday just means another year passing without my parents."

Gwen looks at him with an expressionless face, but the pain in her eyes is obvious. She stares at him for a few minutes, but when he finally meets her gaze, she smiles sadly. "Don't think of it like that," Gwen murmurs, setting down her destroyed apple. She slides over to him and lets her head fall onto his shoulder, wrapping her arms around his left arm protectively. Instinctively, he leans against her, closing his eyes and inhaling deeply. "Think of it as another year closer to the future, and the start of your own story. You know, it may be nice to have answers, but dwelling on the past isn't always the best thing to do, especially when the past isn't willing to give you any answers."

Peter cracks a small smile and snorts quietly once, fingers lacing together with Gwen's. He shifts his head to the side to kiss her hair absently, and Gwen makes a small noise of happiness.

"And I'm here," she adds quietly, tracing a heart on the back of his hand.

"Yeah," he agrees quietly. "You're here."

~ sm ~ sm ~ sm ~ sm ~

He's laughing at some story of hers of how Howard's girlfriend came over and nearly had a breakdown when Simon showed her his pet tarantula he got a week ago. Gwen's face is lit up with the memory, her eyes a little glassy as she relives the moment. He chuckles quietly as they climb aboard the elevator, pressing the 'Lobby' button. It's 5:30, and Stark's sent them home early for the day, saying something about his presence being required in California. But before the doors slide shut, someone slips in.

Silence. That's all that comes from each person in the elevator carriage as two stare down one, and one stares down another. Mary Jane's mouth falls open a little before she clamps it shut. Her eyes quickly fall to the floor and she starts patting at her jacket.

"Oh, forgot my keys," she says lightly, turning on her heel to leave, but Peter's too fast for her. His hand whips out to punch the 'Doors Close' button, and they shut before she can get a foot out.

"Sorry," Peter hisses, and Mary Jane flinches. She holds her ground, though, crossing her arms over her chest and tapping her stiletto on the elevator's floor impatiently. She sighs, finally looking away from the wall to gaze at Peter in annoyed defeat.

"So you know," Mary Jane says loudly, her words echoing around the elevator. Gwen takes a step forward, coming up to stand next to Peter. He glances at her, noticing her sour face and deep scowl. Mary Jane glances at her, too, and becomes a little apprehensive, uncrossing her arms to fidget with her fingers.

"Yeah, I know. I heard you and Hawthorn talking in his office."

"Well, good for you. You're hearing skills are just as powerful as your spider skills."

That hits a nerve – so Mary Jane _does_ know everything. Damn Stark. Peter's face turns a shade of red, and he opens his mouth to speak, but Gwen cuts him off before he can say anything.

"You'll quit following him, right? I mean, there's no need to anymore." Gwen's voice is tinted with anger, and the way her lips twist cruelly around the word '_you'll_' gives Peter a clue that Gwen's not too accepting of Mary Jane. For a minute, he feels like smiling at the fact that Gwen's protective of him because she's jealous of Mary Jane and doesn't want her any closer to him. But then he sees the two girls staring each other down with death glares.

Peter steps between the two of them subconsciously, blocking them from each other's views. He frowns at Mary Jane, tilting his head to the side and shoving his hands in his pockets.

"Of course I won't," Mary Jane seethes. "Money's money and if it's that easy to track you, then I'll stick with this job for the rest of my life. Sorry, sweetie," she says sarcastically, looking around Peter to smile at Gwen. "You're not the only girl in his life."

"You little bi-"

"Enough!" Peter shouts, holding his hands out in front of the both of them. Mary Jane jumps back, startled, while Gwen slowly rolls back on her heels, breaking free of her stance as if prepared to pounce. She glares at Mary Jane through narrowed eyes and Peter swallows nervously. Suddenly, he's not sure if Gwen being jealous is exactly a good thing – on Mary Jane's part. It feels awesome having Gwen so…feral fighting over him, but face it: she's a little dangerous.

It's like a turn-on and a warning at the same time.

Mary Jane bites her perfectly lip-glossed lip, eyes crinkling at the ends in worry. Peter almost feels bad for her. Turning back to her, Peter puts his hands back in his pockets.

"You need to stop following me. I mean it. I – I'll pay you whatever you want…Just stop following me – you know what happened the last time you tried trailing me." He sees Mary Jane shiver and her eye twitches involuntarily. She bites her lip even harder. "You wouldn't even be here if it weren't for me," Peter continues. "You owe me."

Mary Jane's silent, mostly looking to the floor but sometimes looking up to glance at Gwen who's become eerily quiet behind him. Finally, she exhales. "What would I say to Stark when he asks for an update? He drills me on what you did for the whole week; I can't make everything up."

"Quit, and I'll give you the money or – or whatever else you want, just stop following me. It's for your own good." At his words, he hesitates, jaw locking in place while he turns his head to the side, the corner of his eye catching the image of Gwen leaning against the elevator's wall. Suddenly, the elevator comes to a halt and the doors slide open though no one makes a move to get out.

"I…I don't know…" Mary Jane whispers. "I'm sorry." And with that, she leaves, merging into a crowd of people boarding the elevator next to them. Peter watches her until the last of the crowd's packed in to the carriage then runs a hand through his hair, stepping out into the lobby. Gwen follows.

"She's not going to stop, you know," Gwen says softly, apparently over her jealousy phase since her face is calm and apathetic. Peter nods, looking at the floor.

"That's her problem."

~ sm ~ sm ~ sm ~ sm ~

Surprisingly, the rest of Wednesday and Thursday pass by swiftly, leaving Peter to stand shivering on the edge of some office building late Thursday evening. His suit does little for warmth when he's at a standstill. With half a mind to make a run around the south metro just to warm up, Peter takes out his phone. Gwen's name is only one of five girls he has in his contact list. There's Aunt May's, Aunt May's sister, Grace's, Gwen's, the lady from down the street who Aunt May knits with, Mrs. Bulkovitch's, and somehow, Anna Watson's name got entered in there as well. He thinks he might have put it in when Aunt May demanded he have emergency contacts in case Aunt May was unreachable.

Gwen picks up after the second ring.

"Hello?"

"I'm up for Chinese," Peter says absently, watching as two cars blare their horns at each other. "How about you?"

"What?" Gwen laughs into the phone.

"I'm hungry and I thought maybe you'd like something, too. Why are you up so late, anyway?"

"Peter, it's almost twelve," Gwen says. "And I was up doing a paper. I just got finished when you called."

"Great," Peter smiles. "I'll be there in ten."

He deserves a break. He's got enough pressure as it is and everything's been slow tonight. What's one little hour without Spider-Man? New York's gone days without him; they can handle an hour. Except he knows someone might not be able to, but he pushes that though from his head. New York _expects _too much out of him.

There's a Panda Express not far from the building he's perched on, its great, big sign lighting up the side of the building. Peter pulls on his street clothes before jumping from the building, landing with a soft thud in the alley next to it. He yields into the usual night crowd and keeps his head low, hood up. He's in and out of Panda Express faster than he thought, the hot, delicious-smelling food making his mouth drool as he holds it close to his chest. Fortunately, Gwen's building isn't far. Maybe five or six blocks down, three blocks over. Close enough to walk.

He should've known she was right behind him, red hair pulled inside of her hat. It was a feeling, though, on the back of his neck that made him turn around sharply, almost spilling the food in the process. She's ten feet away, but she still stumbles while trying to take a step back from him. Peter almost growls, an annoyed expression clouding his face.

"Get out of here," he hisses at her, ignoring the weird looks the people walking by give him. Mary Jane smiles grimly before shaking her head.

"Money's money," she repeats, rubbing her hands together. Peter grunts before walking towards her. He takes his last twenty out of his pocket and shoves it at her.

"Just say you lost me tonight," he mutters before turning around and heading back towards Gwen's. Afraid the twenty wasn't enough and she'll still follow him, Peter breaks into a run, quickly rounding the corner and nearly running into the couple in front of him.

He feels angry that Mary Jane's continuing to follow him. He already has enough people following him (the whole NYPD); he doesn't need another person trialing his every move and putting herself in danger just by doing so. To tell the truth, he feels a little guilty for creating the job of being shadowed because he's not trustworthy enough, and even guiltier that Mary Jane took it. He doesn't stop running until he's in front of Gwen's apartment and the doorman is appraising him in acknowledgement. Breathing heavily, Peter nods at him before idly continuing down the street, trying to not seem too conspicuous as he melts into the darkened alley next to Gwen's building. It takes one good jump to reach the first fire escape, and then he's ascending them faster than anyone's seen before, all while the food's clutched tightly in both hands.

He takes a minute to catch his breath when he reaches her window, setting down the food beside him. The curtains are pulled back, the light is on, and there she is, sitting at her desk and flicking through some pictures. Pictures…of him. It's a little weird seeing himself outside of a mirror. He's not used to it, having always been the one behind the photo, not in front of it. But what baffles him the most is the fact that she even _has_ the pictures. Where did she get them? When were they even taken? He leans forward, nose practically touching the glass to get a better look, but his hand suddenly slips, and he falls forward, his forehead crashing against the glass. Gwen jumps in her seat before spinning around to face him as he rubs his forehead tenderly. Smiling in relief, she moves to open the window for him, laughing lightly as he massages his head profusely.

"Aim a little off this time?" she teases, stepping to the side to let him in. He hands her the food first, giving an embarrassed chuckle.

"Something like that," he mumbles, standing up straight. It's quiet for a moment as he looks down at her, both of them trying to keep their smiling under control. "Hey."

"Hi."

Peter clears his throat, his lips twitching up, and opens the bag. "I don't really know what you like, so I got a little bit of everything." He takes out a few boxes and Gwen watches wordlessly as he sets them on the floor. She sits down next to them and unhooks the seal, inhaling all the different scents. Peter sits down across from her, handing her a plastic fork.

"I thought you used chopsticks with Chinese."

"And I thought you used forks in America."

"Right," she says, tilting her head to the side before stabbing at the lo mein sitting in its respectful box. Peter watches in amusement as she struggles to twist it around her fork and put it daintily in her mouth. He laughs as she fails, noodles dropping to the floor.

"What?"

"You don't do it like that; you do it like this." Peter reaches out with his own fork and scoops out a few noodles. He throws his head back, lowering the ends of the noodles into his mouth before letting them fall down his chin and slurping them up. Gwen laughs once and her nose wrinkles slightly, capturing Peter's attention and causing him to smile. She tries it, but still more noodles fall to the ground and Peter shakes his head.

"How often do you eat Chinese?"

"Not very often. My mom's allergic to a lot of the stuff, but I know my dad loved it."

Peter bites his lip briefly before giving her a small smile. "Well, we'll just have to work extra hard on the correct way of eating Chinese food like an American, won't we?" The rest of their food is either dumped on the floor in an attempt to eat it some unusual way, or dissolving in their stomachs when they managed to successfully get the food actually into their mouths. Peter's actually on the verge of much-needed sleep when Gwen tosses him a fortune cookie. It bounces off his chest and into his lap.

"I may not eat a lot of Chinese food, but I know you always have to eat the fortune cookie," she says softly, smiling at him while she lies on her stomach. He sits up straighter, leaning against the end of her bed, and rips off the wrapping. "On the count of three," Gwen whispers, "we crack them open together. One…"

"Two," Peter says, grinning.

"Three."

They crack their cookies open, and Gwen's crumbles in her hands while Peter's break is nice and clean. Peter laughs, his head rolling onto his shoulder.

"What does this mean?" she asks worriedly, picking up the pieces of the cookie and examining them. Peter shrugs and smiles at her.

"Probably five years bad luck." She punches his leg. Wincing, Peter slips the white sheet of paper out of one half of the cookie, flipping it over to read the fortune. When he sees the small letters, his heart freezes and the blood seems to rush to his head, smile slipping from his face. No, it's not possible, not right. The room's suddenly spinning, and he puts a hand to his head to keep it still. No; it just had to be a coincidence. It happens to tons of people. Gwen makes a soft clucking noise in the back of her throat, and Peter looks up from his fortune to see her frowning at the small slip of paper.

"To do is to be, to be is to do. Think twice about your actions; they might start something new." She stares at it for a moment longer before snorting. "If it rhymes, it's definitely not real." She tosses it over her shoulder, rolling her eyes emphatically. "What does yours say, Peter?"

Peter swallows before grinning at her. "It says I'm very lucky tonight."

Gwen punches him in the leg again. "Come on, be serious. What does it say?" Peter looks down at his fortune, pretending to read although the words in front of him swim in and out of focus.

"It just says…I should be careful of who I make friends with. Some people might not have my back." Gwen's eyebrows lift as it soaks in. She pushes herself up from the ground, then, yawning widely.

"Well, I've got your back. Don't worry." She yawns again, and Peter smiles, glancing at the clock and noticing it's 1:13.

"Thanks, but for now I've got yours. You need to get some sleep."

"_You _need to get some sleep." Gwen's eyes flutter and she stumbles into her own bed. Peter comes around to help her crawl into the covers. She wraps her arms around his neck when he's close to her, and kisses his cheek. "I don't want you to leave," she says weakly. Peter smiles softly.

"I'll see you tomorrow. I promise."

"That's a promise that's okay to keep, you know."

"Yeah, I know." Kissing her forehead, Peter tucks in the covers around her, watching as she smiles while drifting in and out of consciousness. Before she's gone, though, she breathes quietly into his ear, "Happy Birthday, Peter." He reels back in surprise. Oh, yeah; it's the seventh. When she's finally down, Peter throws all of the garbage into the empty take-out bag and heaves that in the dumpster when he climbs down the fire escape and back into the alley, but not before having one last look at Gwen. With her hair spilled out on the pillow behind her, her lips slightly open as she breathes deeply, calmly, and the crease between her eyebrows gone, she's stunning. Beautiful. Breath-taking. Not that she's ever not these things, but she's even more so in that moment. He couldn't help but stare. Except New York needs him, needs him more than this girl for the moment, but when does this girl ever _not _need him?

He doesn't patrol for very long tonight, reaching Queens around three. He's still a little in shock, having a minor out-of-body experience due to his birthday and the fact that this is the most normal he's felt in a long time, even as he swung through New York clad in a red and blue spandex suit. With the image of Gwen still fresh in his mind, he lands on the roof of a house five houses over from his own a little distractedly, his feet landing on the roof harder than he intended. Peter winces. All is dark and silent, though, unnatural for Queens, even at this time of night. Something glimmers out of the corner of his eye, but when he turns to it, there's nothing. Shaking his head, Peter sets down his backpack, unzipping it and taking out his street clothes.

Suddenly, a crash sounds from down the street. Peter looks up and freezes, his back arching lower to the roof of the house in a lunge. He squints through the dark while scanning the area for anything unusual. There's something moving up by the stoplight – A garbage can rolls out into the street, probably knocked over by a stray cat or dog. Breathing a sigh of relief, Peter resumes unzipping his backpack. He's pulling on his pants with one hand and starting to tug at his mask with the other when he's blinded.

_Seriously? _he thinks._ Again?_

"There! I see him!" someone yells from the street below. Peter jumps up and stuffs his pants into his bag, frantically securing his mask back in place. He looks down to barely see the outlines of four people swarming the front porch of the house he's sitting on, all pointing flashlights in his direction. A news van with the large Daily Bugle symbol is rumbling next to them while it sits on the curb of the road.

"Don't move, Spidey!" another calls out. "We just wanna talk!"

"Yeah, come down and talk to us; we promise we don't have any bug spray!" The Daily Bugle reporters snigger to themselves at the poor joke, and Peter grimaces. Please, he can come up with better stuff than that even in the most serious of situations.

"Don't you know it's rude to spy on people when they're changing?" he shouts down at them, slowly lifting his bag from the roof and throwing it over his back nonchalantly. His mind's racing while the reporters frantically get out their notepads and recorders, startled that he actually answered them. Should he just bolt and hope they don't have recruiters somewhere? Or worse: the NYPD? He's not afraid that he'll get caught, but he can only imagine what this will be like tomorrow in the papers. He feels bad for the people living in the house beneath his feet; the reporters will be busting down their door with microphones for the next week.

Or should he fake a crime scene that calls for him? It'd be much more reasonable and heroic.

"You were changing?" a deep male voice calls up to him. Peter hesitates, his hand clenching around the strap of his backpack. As much as he'd like to stick around and chat, exhaustion is hitting him like a bag of bricks, and his mind wanders over to Gwen more than usual.

"Sorry, guys," he says loudly, eyeing the nearest telephone pole. "I'll tell you my fashion preferences later." And with that as his parting words, he shoots a biocable at the pole, and swings off into the night. Five blocks away from his street, he crouches down behind a stack of cardboard boxes piled high in a fenced-in backyard. After seeing the house dark and empty, he unzips his backpack, making a mental note to start changing at least five miles away from his house. For Aunt May's sake. Shivering in the cold, he peels off his suit, much to his embarrassment, glancing around quickly for some sort of light or maybe a set of peeping eyes. He's out of his costume in record time, and running through the back alleys to his house. At the same stoplight the surveillance camera caught him carrying Mary Jane, the news van speeds past him, barley giving Peter time to jump back into the shadows. When it's out of sight, headlights on brights, he finally slips out of the darkness and runs into the street, sprinting down it just as the first drop of rain starts to fall.

Somewhere over the horizon of the houses, thunder rumbles.

The morning light is weak and gray when it squeezes through the thread-bare curtains and fills his room with a dull glow. Somehow he manages to open his eyes, eyelids heavy with sleep – or not enough sleep. It's the first in a long time where he wishes he could just curl up in a ball and sleep until his heart gave out from not enough exercise. But Aunt May's knocking at his door just as his alarm goes off, and, groaning under his breath, he rolls out of the tangle of blankets that encase him and pushes off from his bed. He slaps the 'Snooze' button off and wipes at his eyes before opening the door.

It's like a child on Christmas day. Aunt May's face is glowing, her eyes lit up like Times Square and a smile that stretches across her face like Long Island. Her hands are clasped together and hugged tightly to her chest, covering the smudges on the apron she wears over her sweater and skirt.

"Happy Birthday, Peter," she says cheerfully, her voice trembling in the slightest as her eyes begin to fill with tears. He should've known this was coming. Peter barely musters up a tired-yet-adorable, dimpled grin before being wrapped in his aunt's slim arms. Her grip on him is surprisingly strong, obviously a meaningful hug. He returns it as best as he can, but he's not sure how to react. He's never really considered, never really thought about what would happen to him after he's turned eighteen and he moves out. But now that it's here, he feels guilty. It's like an assignment he was supposed to do but forgot about in the midst of everything else. And with his uncle gone, it feels as if the assignment was worth three quarters of his grade, and he didn't do it. Yes, school isn't over for another seven months, but compared to the last four weeks passing by quicker than he wanted, there was no telling how fast those seven months would go, and what came with them. So what would happen to Aunt May when seven months _did _pass?

She would be alone, alone in New York. He might be a fifteen minute drive, thirty minute walk from her, but that's all it takes for something…bad to happen. This is New York. You don't underestimate New York.

He goes rigid, and Aunt May pulls back after feeling his form freeze. Peter looks at her nervously; how could he have not thought about her earlier? How could he be so selfish? Aunt May smiles at him, trying to keep it from becoming too sad.

"I'll make you breakfast; pancakes – your favorite. Or are you too old for pancakes now since you're eighteen?" Peter jumps a little at the mention of his new age. Honestly, he doesn't feel eighteen – he feels _older_, if possible.

"Will there be bacon?" Peter asks in an attempt to keep things normal while he prevents his aunt from seeing his internal battle with himself. Aunt May's smile turns warm and she chuckles softly.

"Yes, there will be bacon."

"Then I'm never too old."

Aunt May squeezes his bicep. "Of course you aren't, dear." With a parting smile, she leaves him in the doorway and heads for the stairs; he doesn't move until he hears her footsteps echo away into the kitchen. He turns back into his room and shuts the door, running a hand through his hair. How could he be so stupid? Sighing, Peter pulls his shirt over his head, tossing it onto the floor in frustration. What was he going to do? How would he support Aunt May and himself while he was in classes all day – at whatever college would take him – and she was at work barely earning more than minimum wage?

It came to him as his wallet dropped out of his pants pocket as he threw them across the room, pulling on a new pair that he's pretty sure he hasn't worn before this week – pretty sure.

The check. Stark's money. _His_ money. With a sharp intake of breath, Peter lunges for the old leather and opens it, thumbing through the three tens and nomad ones until an unnatural, crisp, white sheet of paper gives him a paper cut as his finger grazes over it. He pulls it out quickly, smoothing it open, and then the amount is staring him in the face like a neon-pink stop sign. Seriously, _how stupid is he?_ Well, he has had a lot on his plate; sometimes he needs to be cut some slack. Smiling, Peter folds it up again and stuffs it into his back pocket. Suddenly, his birthday seems a lot better – better than most of the birthdays he's had.

The money would promise everything. He'd give it to all to Aunt May until he left, and when he moved out, he'd take a little out for his tuition and books and apartment. But the rest – the rest would be for her. And if there were more of these to come…Smile growing bigger, Peter rubs his face vigorously, the boatload of mixed emotions making him even more exhausted. She'd be okay. She'd be supported.

And then he feels stupid for forgetting to open an account and cash the check in. But it's a good kind of stupid.

Aunt May calls him down not five minutes later, and he feels like celebrating. Maybe not his birthday, but celebrating – today. That's a first.

Breakfast is enjoyable. He laughs more than usual. He smiles more than usual. He talks more than usual. He endures Aunt May's reminiscing stories more than usual. He doesn't complain when she gets choked up while in the middle of the story of how he dressed up as a scientist for Halloween the year after his parents left. He gives her a lingering hug before leaving for school. He hears her sobbing silently, trying to muffle the sounds by burying her face into his shirt. He smiles down at her bravely, willing himself to not cry. He hates it when his aunt cries; it kills him every time. When it's time to go, he looks her in the eye, ghost of a joking smile on his lips, but it's been tainted with sadness.

"I'll be home for dinner," he promises. Aunt May hastily wipes away a tear and beams up at him. He bends down to give her a fleeting kiss on the cheek before slinging his bag over his shoulder and hurrying out the back door. "Bye, Aunt May. Love you."

"Love you, too. Be safe, Peter, don't get in trouble-"

"No promises," he says loudly, slamming the door shut. Grinning softly, he glances down the alley next to his house, not spotting any news vans outside of his house for once, but that's probably because they're parked in front of the house he tried to change on late last night. He wouldn't know, though, because Aunt May hadn't turned on the news and there was no morning newspaper lying around. Before turning down the back road, the screen door of his neighbor's house slams shut. Instinctively, he turns around.

Mary Jane leans against the house, watching him with pursed lips. He stares back, his lips mashed together just as tightly as hers. She shakes her head.

"Not tonight," she says softly.

"What?" he retaliates lowly.

"Think of it as my birthday gift to you," she offers, brushing a few stray hairs out of her face. Peter only lifts an eyebrow. "I asked Stark for a night off." She shrugs. "I need to catch up with somebody." Peter's eyes drop to the ground; he has an idea who that somebody is. Not looking her in the eye, he nods stiffly at Mary Jane before turning on his heel and starting down the alley. As he puts distance between himself and Mary Jane, he hears the faintest of chuckles.

"You're welcome."

Ducking his head low and pulling his hood up, Peter rounds the corner of some house and starts the long journey to school. For today, he wouldn't be Spider-Man, though he'll probably end up doing his normal rounds tonight like always. For today, he'll be Peter Parker. God, he's missed this kid. A steady drizzle starts falling from the sky just as he arrives at school. No one gives him any sort of greeting, but he's used to it. Except Flash.

Flash comes up from behind him and slaps him on the back.

"Alright, Parker?"

Peter smirks, arriving at his locker and dropping his bag to the ground. A small part of his brain notices Gwen's not here like usual – maybe he's early.

"Yeah, I'm alright." Flash grins back, putting his earbuds back in before continuing down the hall. Pausing to stare at into space for a moment and shake his head, Peter enters his combo and opens his locker, breathing in deeply. Oh, how things have changed.

A small hand sliding onto his startles him. Turning around, Peter sees Gwen – and his heart leaps into his throat. There's a nasty-looking cut just underneath her chin, and the beginnings of a black eye trace the bone beneath her eyebrow. She's smiling a wide, radiant smile, and despite how gruesome her face actually looks, she appears to be shining. Peter however, can't get past the wounds she sports on her once smooth, perfect face, the wounds so similar to the ones he has on all over his face.

"Gwen," he breathes, too shocked to react just yet. Her eyes droop down minimally but her smile doesn't falter.

"Happy Birthday, Peter," she says quietly, moving her hand to his arm and squeezing gently. His mouth falls open as he drinks in her appearance. Who is this girl standing in front of him? The one with the abrasions marring her delicate features, and her beautiful complexion? He shakes his head, frozen, uncomprehending everything but acknowledging it perfectly. Gwen is hurt. Gwen is injured. But why?

His first instinct is to blame himself. It's his fault. That was something he drilled into his head after he promised Captain Stacy he'd stay away from Gwen. Whatever happened to her that was painful or – or hurtful, he was at fault. He caused it. Somehow, it all came down to him. So as he looks at her, his mind races with what might've gone wrong when he left at 1:30 in the morning earlier this day, left her safe in her bed. What could've happened between now and then? But it was his fault because he decided not to swing to school today. Maybe if he had swung he might've heard Gwen get jumped. And then he shivers and feels like crying at the thought of someone touching Gwen, hurting her and enjoying it.

He swears he will wring their necks until their faces turn purple-

"I got you something."

Gwen's voice breaks him from his thoughts, and he looks down at her to see her holding up a narrow box wrapped in blue tissue paper. He barely glances at it before staring at her again. Peter shakes his head, shrugs, then shakes his head again, mouth opening and closing randomly. Finally, he stops moving. He can't respond; he's too numb.

"What happened?" he croaks out, voice cracking with each syllable. Hesitantly, he reaches up to brush the bruise slowly swelling up her eyelid. Gwen closes her eyes briefly at his touch. From his peripheral vision, he can see students staring, watching with rapt attention and interest to find that it's not only the boyfriend that showed up with a tarnished face today. The whispers and rumors are already starting, and Peter's first instinct is to grab Gwen, get the hell out of here, and keep her safe; wrap her in his arms and cradle her to his chest and not let anything get to her. She's hurting already, she doesn't need anything else touching her. Except for him.

"Not now," she replies, taking his hand from her face and intertwining her fingers with his. "Later, I promise. But I don't want you to worry for the rest of the day. It's your birthday…you need to relax."

He feels like shaking his head again and demanding a response from her, but something tells him that it would only hurt her if he pressed on for answers. Feeling like an idiot, he closes his mouth, tasting his dry tongue from leaving his mouth open too long. Gwen grins at him, coaxing him to smile back. Finally, he makes his cheek muscles work, getting them to lift up mechanically in a timid, nervous half-smile. It's good enough for Gwen, though, because she beams back at him, grabs the correct books from his locker, shoves them into his bag for him, and drags him to class.

Eventually, his smile becomes more natural as the day progresses. He has to say, though, that each time he looks at her he's shocked to see her face. She doesn't seem bothered by it, except a small voice in his head is telling him that she's probably decisively forgetting what she looks like for the day.

When school's finished, Gwen frowns at him underneath the front entrance's sign.

"My mom's making me stay home from work today," she says over the now pouring rain. Twiddling with the end of her ponytail, she looks at him with wide eyes. "She…needs my help with my brothers. Something's sort of come up…" She trails off unexpectedly, glancing out at the school grounds. There's a glint in her eye that flashes suddenly, and Peter's caught off guard by it. "I want you to come over later, though. Tonight. Please?"

He finds himself nodding automatically, his movements jerky and robotic. All he can focus on is the way the cut on her chin is surrounded by red, irritated skin, or her black eye is growing bigger and bigger.

Suddenly, her lips are on his, and like before, they're the opposite of her face: soft, gentle, beautiful. So sincere and meaningful while her face holds secrets and possible lies. At first, he doesn't kiss back; although his eyes are closed, the image of Gwen still floats behind his eyelids. How long will it take for this image to be exiled from his mind? Will he ever sleep again, knowing that something has happened to his everything? Her lips finally calm him down, forcing his to move with hers. She slowly parted her lips, breathing softly into his mouth as his own lips divided with hers. It was a tentative touch of her tongue on his that brought the tears to his eyes and caused one to leak from between his eyelashes. He responded immediately, kissing her fiercely and this time taking _her_ off guard. His tongue slides into her mouth naturally, moving with hers so intensely and so ardently, a small whimper escapes from deep in her throat. His hands move to the sides of her face, careful to not touch her injuries, bringing her closer to him, if possible. Her hands, resting on his shoulders, tighten their grip and claw at him, but in a good way. He barely feels the twinge in his shoulder as her pinkie digs into his stitches.

"Mr. Parker, Ms. Stacy, if you would please save it for another time and off of school premises."

They break apart, startled, guilty expressions on their faces. Mr. Varner, the hated ninth grade Algebra 2 math teacher stares them down from behind his wire-rimmed glasses. Peter's mouth twitches up in a transitory smirk at the prospect of being caught kissing too inappropriately at school. Never before would he think that would happen to him – never in a million years. Oh, how times have changed.

"Yes, Mr. Varner," he replies, taking a side-step away from her. Mr. Varner leaves, glancing over his shoulder at the two of them every now and then as he trails off down the hall, hands clasped behind his back. The students part for him as he goes, all shooting nasty glares behind his back. Peter almost feels like laughing when Gwen pounces on him and kisses him again. It's short-lived, but sweet and evocative. When she draws back, she frowns after looking at him. Reaching up, she brushes her thumb against the bruise under his eye, capturing the one tear that had leaked out. He tries to smile and deftly pushes her hand away, but he only feels as if he's grimacing. She says good-bye, reminding him once again to come by later. He smiles (or tries to smile) and nods. She leaves with one last knowing look, and as she walks away her boots (which she has worn for the past week now) click against the wet sidewalk. All he can think about is what happened. What happened to her?

He decides to skip work, too. He can't deal with Stark when his mind is fully focused on Gwen. There's no way his father's handwriting can calm him down and take him to another world. Not even Stark throwing out his drinks and declaring a sober era would distract him from Gwen.

Peter doesn't head straight home. He stops at the old warehouse he used to skate at before he became too busy. Not having his skateboard with him made his visit there short. He made a quick trip around the city once, but after finding no activity – absolutely none – he starts for the direction of Queens. He's soaked to the core, and a nice hot shower seems so inviting to him. In there, he can think about Gwen. About four blocks from his neighborhood, he stops at the nearest Wells Fargo, quickly in and out of there to start the bank account and deposit the check. It's not as satisfying as he thought it would be when he signed the papers, but that's probably because his mind was elsewhere. Since his watches aren't really watches, he doesn't know what time it is when he arrives home. His aunt's not there, so he hurries back outside and grabs the mail and the newspaper, quickly scanning the headline.

Of course he's on there.

'**ANOTHER SPIDER-MAN SIGHTING – AND HE TALKS BACK!'**

Frowning at the poor front page title, he tosses the paper into the kitchen before hurrying up the stairs and into his bathroom. He's in there until the water runs cold, and, feeling a little guilty, he reluctantly gets out of it. His aunt still isn't home when he clambers down the stairs again, shaking his head profusely, water flying everywhere. His mind was actually blank as he sat there in more water (he feels like a prune, now), surprisingly not wandering over to Gwen like he thought it would. He's probably just tired.

Grabbing a Mountain Dew from the fridge, he moves over to the paper again. After scanning through the article and finding nothing but pointless paragraphs and a couple of lies, he rolls his eyes and shoves it aside. The mail is revealed underneath it, and Peter picks it up, flicking through the endless envelopes filled with bills and notifications. There's a letter addressed to Aunt May; it's from her sister. At the bottom of the pile, there's an official looking envelope with his name on it. Peter frowns, setting down his soda and opening the letter clumsily. He pulls out a short letter.

_Dear Peter Benjamin Parker,_

_As of March 24__th__, 2000, the will of Richard Maxwell Parker and Mary Eugenia Parker has been in effect. In the will, it states that everything in the possession of Mr. and Mrs. Parker was to be handed down to their son, Peter Benjamin Parker, if ever something were to happen that would threaten their lives and take them. The will, however, could not be executed while the rightful owner of Mr. and Mrs. Parker's possessions was under the age of eighteen. Now that the rightful owner is of age, the possessions can now be distributed to him. These possessions include five family heirlooms of Mary Eugenia Henderson's family, a residence on Notch Lake, Greene County, New York, U.S.A., and a bank account now opened for the owner with a starting amount of $449,390 in savings. A hearing for your possessions to be passed along will be held on Saturday, November 8__th__, 2012 at the New York City Hall at approximately 11:00 a.m._

_Thank you for your cooperation._

_Judge Hank Arnolds, Supreme Court_

Peter stares at it blankly. No. It's not real. It's fake. Someone's pulling a prank on him; this can't be happening. Not real, not real. _Real._

There's Hank Arnold's signature. Right there. It's official. This is an official document stating he just got some expensive things – _family_ expensive things – a _house_, and $450,000 bucks. No, this isn't real. _But it is. _Again, he doesn't know how to react. He's rendered speechless, but he feels like laughing and crying at the same time. He needs Aunt May here; she'd know what to do. And suddenly, he's rushing to the front door, pulling on his sopping jacket, half a grin lighting up his face. He _really_ doesn't know what to do-

An abrupt ring of the home phone causes him to cuss out loud and stomp over to answer it. Thinking it might be Gwen, he takes a breath. Wow, his emotions are really like a chick's, right now.

"Hello?"

"Is this Mr. Peter Parker?" A woman's voice very unlike Gwen's surprises him, and he nearly drops the phone. For a minute, the world only seemed to be made up of Aunt May, him, and Gwen. Just for a moment. But it never was.

"Yes," he replies, frowning into the receiver.

"This is Officer Amy Paulsen; I'm with the NYPD-" Peter's heart starts up like a jack-hammer. Shit – they _knew_. But how did they find out is the question? Oh, crap; what was he going to tell Aunt May? And he promised her he would be home for dinner! God, what did he do? What made him deserve this?

"I've been told to contact you in the case of an emergency," Officer Paulsen continues. Peter's frown deepens and his heart stops for a moment.

"Emergency?"

"Mr. Parker, there's been an incident involving your aunt, May Parker."

And suddenly, the world stops spinning, but not in the way his kisses with Gwen make the world stop spinning. No, this is much worse. He feels as if Hades himself is personally opening up the ground beneath him and allowing the flames of hell to bun his body. It barely registers in his mind, but his heart seems to get it. It feels as if it's been punched, chewed up and spit out, dunked in radioactive chemicals, and grinded to a pulp. Things just aren't working out for him today, are they?

"W-what?" he sputters out, clutching the phone so tight he feels as if it's going to break at any second. He puts a hand on the wall in front of him, trying to keep his balance right, but his knees are about to give out and he can feel the floor coming nearer and nearer.

"I'm sorry, Mr. Parker, but your aunt has been a victim of a mugging and is currently in 'critical condition' at Queens Hospital Center. She's suffered –" What his aunt has suffered, he doesn't know. He drops the phone and slams against the wall, shaking the whole thing. No. Not possible. Not real. This couldn't be happening. Everything had been going fine – well, almost everything. But now this. Not this. Anything but this. But it _is_ this.

He pushes himself off from the ground within the next two minutes, when he can finally find a part of him sane enough to work properly. Suddenly, his identity forgotten, he barges through the kitchen and tumbles out the back door and into the pouring rain, shooting a biocable at the nearest streetlamp. Luckily, his hood falls over his head as he dodges his house and his neighbor's and shoots out into the streets. He passes over his block so quickly, he must've been a blur, not allowing the news reporters down the street to get any real glance at him. But for the moment, he wouldn't really care.

The hospital doesn't come up soon enough. He lands on its roof and crawls down the side of it, away from prying hospital patient's eyes, then runs from the alley and up the steps and through the front entrance. He throws his aunt's name at the lady at the front desk and she gives him a strange look before telling him the room, but he can't go in there yet because she's still being worked on-

He won't have it. He sprints down the hall, tears of anger, hurt, and above all – fear – taint his vision and cause him to trip over his own feet. Finally, he reaches the room. The door is locked and the blind on the window is shut. No noises can be heard from the inside, so he slumps against the wall, feeling useless. Feeling guilty. The tears stream down his face and he's not ashamed of them.

When all was better, it came tumbling down. And in the end, it was all his fault.

**Again, so sorry for not updating soon enough. I've just been so busy and bio is seriously kicking my ass. But, hey, that's what I get for choosing the most difficult class every distinguished by the Middle East scholars, back in the days. So, anyways…**

**Enjoy. I promise more soon. Except the best promises are the ones you don't keep, just saying.**

**TeamSwiss737**


	13. Chapter 13

**Okay…so here is chapter 13. This chapter is really big and it took me a long time to decide on the finish. Sorry for the delay; I'm just really busy.** **Hope you like the chapter.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I own nothing related to The Amazing Spider-Man.**

He's allowed in at 9 that night. With trembling legs, he pushes off from the ground, ignoring the nurse's helping hand, and straightens his jacket, pulling it tighter around him. He takes deep breaths before following the nurse into the dull room with the harsh fluorescent lights that just seem to capture how sickly and shallow his aunt's skin is. How blank her eyes are, how her whole form seems to be vibrating in fear.

And the mask that he built so carefully while waiting shattered and he gave a cry.

Aunt May looks at him apologetically, but Peter ignores this, too. It's not her fault; how could it ever be her fault? If there was someone to blame, it was the low-life who did this to her, probably just wanting some money to spend on drugs or a lap dance. And Peter; he was to blame. Why didn't he stay out patrolling for just a little while longer? He knows he would've spotted Aunt May and her pursuer. He knows he could've swooped in and saved her, and he could've brought her home and maybe he'd be sitting in his room, or patrolling the streets like any other night. Maybe he'd be at Gwen's.

But instead, he drops into the visitor chair besides his aunt's hospital bed, gawking at the bruise shadowing her right cheekbone, and the purple finger marks littering up and down her neck, not to mention the nasty cut that's already been stitched up coming to an end so close to her eye. He knows there's more to her than that, but he doesn't think his stomach will be able to handle anything else.

For a moment, he's reminded of Gwen. Her face is similar to his aunt's, gruesome and severed. It's also his fault, Gwen being hurt. Both of the things are his fault.

Some birthday.

"Oh, Peter…don't worry," Aunt May says in a deceivingly soothing voice. He can hear how each word falters and cuts off sooner than normal, due to the quivering of her lip. The tears leak out though he had promised himself he wouldn't cry in front of her. They take the same trail his previous tears had carved into the skin of his cheek.

"I'm so sorry, Aunt May. I'm sorry," he blurts out, a pathetic whimper tainting his voice. He throws his head down on the blankets next to her. Her fingers weakly tug through his tangled air, slowly unraveling the knots that he never before had been able to take out. Only she had that motherly touch that made him feel better.

But not this time.

"Shh," his aunt shushes him, stroking the side of his swollen, yellowing cheek. "I'm okay…you're okay. Oh, Peter…I'm so sorry this had to happen to you – and on your birthday."

He looks up, the sobs stopping suddenly before continuing with more force than before.

"Y-you're apologizing fo-or getting jumped?" he hiccups, rubbing impatiently at the tears that blur his vision of his aunt, making her look more damaged than she really is. "Are you s-serious? Aunt May, d-don't you dare sa-ay that – don't you ever – ever say that."

Aunt May leans away from him, surprised by the abrupt fierceness in his voice. Peter feels a twinge of guilt for startling her, but his annoyance with her overpowers the small feeling. Why is she apologizing for something she would never, ever be able to help? And apologizing for something he basically did?

"Don't say that," he murmurs in a softer voice. "You can't take the blame; you couldn't have helped it."

There's a pause where she looks at him silently, searching his damaged face while he looks at her, searching her damaged face. Finally, she musters up a shaky, sad smile and nods.

"I know. I'm just glad I got to see you again."

~ sm ~ sm ~ sm ~ sm ~

It turns out Aunt May's mugger had been caught – a felon who had been slipping through the NYPD's clutches for quite some time now. There are no longer any posters of a man reported with shoulder-length blonde hair, a medium height, and a star tattoo on his left wrist scattered all over Queens neighborhoods. Peter wishes it could've been him who caught the guy – the guy who almost took the life of the second most important person in his life along with the first.

There's pent up anger in him that he hides while sitting next to Aunt May as she talks quietly with him. They're _arguing _quietly, actually, arguing about Peter's required presence at City Hall in thirty minutes. It's 10:30, but Peter hunkers down in the visitor chair, making no move to get out of it while Aunt May pesters him to leave her for just only an hour. He had filled her in on the letter he received yesterday, and Aunt May had cried, forced him to lean over so she could kiss his cheek, and patted his hand, telling him he deserves it.

But now he doesn't want to go. He can't stand the thought of just leaving her here – alone. She's going to end up alone later in life, so why does he have to leave her alone now, when she's the most vulnerable and weak? He's ignored the seven calls Gwen has made to him, not even to just step outside the room and talk to her. That's how much he needs to keep his aunt in sight. He feels as if he looked away, for even a minute, she'd disappear; vanish into the hospital blankets.

"Peter, you have to go – you never know when you'll be able to schedule the next meeting! Don't you want these things?"

"Yeah, but-" he mumbles into his hand as it props up his chin.

Aunt May gives him a look. "Peter Parker, you get out of that chair and go to that hearing! This will be a good distraction for you, and you'll get something wonderful out of it."

"I don't want to leave you."

"Don't worry about me. I'll be fine, and besides, I have that nice nurse, Kelly, watching over me. I think I'm in good hands unless you'd like to tell her otherwise."

Peter grimaces, grinding his teeth together. His phone buzzes inside his back pocket, but he pays no attention to it and looks at the fraying ends of the bed sheets that don't seem to do their job since Aunt May's still shivering. Aunt May reaches over to take his hand and rubs it calmingly.

"Go. I know you've got that nice dress suit hanging in your closet. Go put it on then get to the City Hall. Do it for me."

Peter looks at her through his eyelashes, biting one of his nails restlessly. Finally, he groans lightly. "Fine; I'll go. But only because it'll help pay for the bills." He picks up his jacket from the back of the chair, bends over to kiss his aunt's forehead, and walks slowly to the door. He glances back at Aunt May before leaving, taking in the sight of her; she gives him an encouraging smile and shoos him from the room. Peter shuts the door carefully, giving it a long hard stare as if telling it to not pull anything funny on him.

Obeying his aunt's words, Peter hurries back home, barging through the unlocked front door and keeping his eyes fixed on the path to his room. He pulls the dress suit on over his spandex, then dashes back down the stairs again. After a moment's hesitation, Peter grabs the letter addressed to him and starts for City Hall. He feels kind of stupid and useless wandering the streets of New York in a suit that's a pinch too tight with his eyes red-rimmed and puffy and his hair more of a mess than usual, so he tries to do something productive by taking out his cell phone and listening to Gwen's voicemails. He knows he'll have to answer her soon.

There are 10 missed calls, now, the last two being made within the past five or so minutes. Taking an exhausted, shaky breath in, Peter dials his voicemails and waits patiently for hell to break loose. As he passes a corner café, Peter glances inside of it, his eyes immediately landing on the television hanging above the coffee bar. A news alert is playing on the screen, saying an update has been made. The screen cuts to an aerial view of a Manhattan apartment – well, what's left a Manhattan apartment. The top floor appears to be blown to bits, only the base of the floor in crumbling ruins scattered across the newly made roof. Peter's heart skips a beat and something tugs at his stomach – probably guilt. He shoves it aside and hurries into the café, ignoring the barista who smiled at him and asked for his order.

"-still can't find what caused the explosion that rocked the sky and blew this top floor penthouse apart. The owner of the penthouse, who remains nameless, appeared to not be home when his residence detonated. Investigators are doing all they can to try and find the source but no answers have been revealed to the public yet. As for the residents sharing the building, none were hurt although they have been evacuated. What really baffles police and investigators the most is whether or not the presence of Spider-Man was there or not. Newly instated Chief of Police, Arnold Swenson, was at the scene of the crime to express his thoughts about this." The reporter's shot is cut off and replaced by an up-close interview with the new Captain Swenson. Peter's only ever seen him twice, but just by his intimidating height and cold eyes, he knows that this Captain's way worse than the last one.

"After we evacuated everyone, my men and I did a thorough search of what was left of the residence," Swenson began, his eyes unwavering as he spoke into the microphone on the podium. "At first, nothing stood out against the debris and such, but we managed to come across something unusual after going over the building one last time. Webbing. And unless we've got giant, mutant spiders crawling around New York-" the crowd of reporters chuckle "-it's from our old pal, Spider-Man."

Peter drops his phone, just as Gwen's voice starts:

_Hey, Peter…it's me. Uh, just wondering where you are and if you're okay. Are you okay? It's 1:30 and I thought…Okay, well – uh, call me when you get this-_

Wait, what? Impossible. No, it's not right. Not true. How did it even get there? He was at the hospital with his aunt! The wind must have blown some extra hanging off a nearby building or something, otherwise it would never have been there – wait, _what?_

He can barely gather his attention and focus it back on the television, but he wishes he hadn't. Captain Swenson is speaking again, his rough voice cutting through the air.

"Our specialists confirmed that it paired up with other webbing of the vigilante's that we've held on to. And it is with no greater pleasure that I announce that the NYPD are putting up a reward of $10,000 for information leading directly up to the arrest of the public offender known as Spider-Man." There's a sudden _whoosh_ing sound of the reporters flying forward with their tape recorders and notebooks, then the screen cuts to black briefly before resuming at the Daily Bugle News Station.

"Hey, you okay, there?" the barista asks. Peter's eyes slide over from the TV screen to the girl just in time to see her appraise him in his suit. Peter tries to muster up a smile, but it comes out a weak, disgusted grimace. He forces a lump in his throat down with a vigorous swallow.

"Just fine," he whispers. There's just something alarming about seeing yourself get a price on your head. Hands shaking, he scoops his phone up from the floor and leaves in a whirlwind without a backwards glance. The hearing at City Hall flashes by swiftly, leaving Peter to stand on the steps to the front entrance with a check for $449,390, one key in his hand to a vault with his mother's family heirlooms, and another key in his hand to what apparently is his parents' secret lake house that not even Aunt May or Uncle Ben knew about.

Peter doesn't remember walking into the small court room with the exasperated judge and only a few official-looking men and women observing from the jury. Interns. He had sat silently with his quivering hands between his quivering knees. His phone buzzed once. Twice. Then was still. He doesn't know why he even went to the hearing. Maybe because it was what Aunt May wanted. He sort of has that natural instinct to obey his aunt.

He should've known that it would come to this. He's been hunted down for two months now; the reward was pretty obvious. That doesn't stop it from being such a monumental shock that thunders up and down his body, leaving damage and destruction in its quake. His palms are sweaty, he feels clammy and cold, the necktie of his suit is too tight though he had left it very, _very_ loose before. Walking mechanically, Peter pulls out his phone to finish listening to Gwen's voicemails.

The second one cuts him deep.

_Peter,_ her voice, now sharp and far from tired, is loud in his ear and he pulls the phone back for a second. _Is there something wrong? Are you in trouble? I haven't seen anything on Spider-Man, so I don't know if you are or not. Please pick up, I just want to know where you are._

And then the third one cuts him even deeper.

_Peter, answer the phone. I know there's still nothing about if you've been caught or not. Oh, God, Peter- if this is about my face, just let it go. Honestly, it's your birthday – you shouldn't be worrying about things – and nothing dangerous happened! I'm fine! Just…answer me, please? I need to hear your voice_

As well as the fourth.

_Peter, please! There's just been an explosion four blocks from my home. Our phone is ringing off the hook and Simon's crying and I need to know if you're okay…_She sobs loudly. _Please tell me you weren't there. Please tell me you weren't trapped somewhere in that building. Please…_

And they just get worse and worse.

_The cops said no body was in the building; they have proof. Where are you? Are you avoiding me? Did I do something wrong? Peter, please don't shut me out…I'll tell you everything about my face. I just didn't want to ruin your birthday and I knew that if I told you it you'd push me away, just like you did before, but it's all just my luck, Peter. It's all by coincidence! Really! Call me. Now._

_Peter, it's 6 a.m. and I still haven't heard from you…I just want to know where you are and – and if you're okay. _There's a pause as she takes a steadying breath._ Thursday night my mom sent me down to the store to get Kleenexes and – er, other stuff and…this guy was there and he held out a gun, but the police came and the guy tried to escape so he pushed me aside and jumped through the window. Glass flew everywhere…Peter, really; I'm okay. I'm fine. Just please…let me hear your voice one more time. If you're gone..._

Her voice has gone cold now, her messages short and emotionless.

_I don't know whether to be scared or not. Call me._

_The least you could do is stop being so damn proud and call me and talk to me like the good man I know you are – or were._

_Peter, I swear to God, I am coming over if you don't – just answer the phone, we need to talk!_

But finally, she cracks.

_Peter, I love you. Don't leave me. Ever- Please…I need you._

He wants to break down right then and there, on the steps of the City Hall. Gwen's confession, her mixed emotions, and above all – her admittance of her love for him – is the final line drawn, and he's about ready to lose it. He wants to call her and tell her he's okay. Tell her he's barely hanging on to sanity, but okay. He wants to tell her he needs her because Aunt May's only enough. He wants to tell her he understands what happened to her Thursday night, and tell her it would've happened to anyone. He wants to tell her to come to him and make him feel better because he doesn't know whether to be happy Aunt May's alive, or be enraged that this happened to her.

But it's not the last of his messages.

_Mr. Parker, this is Susan Joppler from Queens Hospital. I am calling to inform you that your aunt has had a stroke and is in intensive care at this moment. It's in her files that we are supposed to call her emergency contact and tell you about her condition every hour if something was to happen to her. I wish I could've called on a more happier note, but unfortunately this is what it has come down to. Please call back or return to the hospital as soon as possible. Thank you._

_Mr. Parker, Susan Joppler again. I understand you haven't called back, nor have you checked in. I managed to contact your aunt's next emergency contact in case you can't make it. Your aunt still isn't doing well. We're doing all we can but she's not responding correctly to the treatment-_

The phone crushes in his hand, parts flying everywhere and sticking out awkwardly at unhealthy angles. A piece stabs his skin, but Peter doesn't feel it. He can't feel anything except the sickly beating of his heart: rapid and straining, then suddenly stopping, faltering, and then starting up again. Repeat. It's as if his heart's about to implode and be sucked into a black hole.

Aunt May Gwen Aunt May…Aunt May Gwen Aunt May Gwen Uncle Ben Gwen Aunt May…

His heart's beating echoes their names, his heart slowing it's beating at Uncle Ben, stabilizing at Gwen, then pounding in his chest for Aunt May, as if struggling so hard to keep going and to not give in. Aunt May…

If possible, his heart rate increases as he sprints down the street, weaving in and out of crowds of grumbling people. Twice he's almost hit by a car, another time he slides over the hood of a taxi, earning loud cussing from the driver. Everything seems to fall deaf on Peter's ears, though. Except for his own pulse.

All he wants to do is rip this monkey suit from his body and expose his secret identity. Just anything to get him to Gwen or his aunt faster. But neither of them would want him to do that. And he bets his next paycheck from Stark that he wouldn't have either of them if he were to expose himself. Finally – _finally – _he's there. Queens General Hospital is a block away, which works well for him because he feels as if one more block will kill him. His breathing is as shallow as Aunt May's skin; thin and rough. His legs, now quivering more than ever, move subconsciously towards the sight of the Red Cross that appears like a beacon of hope.

When there's Jesus, there's hope. At least that's what Aunt May always told him.

He skips the lobby and sign in, runs straight through the room, passes the elevators, and goes for the stairs, the lobbyist's protests falling deaf on his ears like everything else. She might call security, but SCREW IT, his aunt needs him. Flying down the halls gives him the same thrill as swinging through the air – except he's terrified, and he's never been terrified while swinging before. He turns the corner – D119, D 121, D123 – _D125!_ Peter doesn't know if the door had been locked before or not, but her barges in anyone, the faint sound of splintering wood finally breaking him from his deaf period. And then all sounds come rushing at him.

A nurse shrieks, doctors are yelling, machines are going off like crazy, and there's a thumping noise coming from the bed that the doctors and nurses are hovering over. "Clear!" one doctor shouts just as the thumping noises stop, and then start again after his voice. Peter barely gets a glimpse of his aunt's dark, graying hair before his vision is obscured by a tall, black male nurse.

"You need to leave, sir," his deep voice echoes through his head, but Peter's barley comprehending it.

"What's wrong with my aunt?" he asks loudly after finding his voice. "What's wrong with my aunt?" The male nurse puts his hands out in front of him, preventing Peter from moving any closer to the medical entourage that works on Aunt May. But Peter can snap the guy's neck, if he wanted to. Peter pushes forward, anyway, causing the nurse to slide back on his feet. Peter pushes the nurse to the side and dodges his grab for him. He still can't see Aunt May, the wall of doctors being too thick to see through.

His moment of hesitation costs him his freedom, though, because before he knows it, strong arms encircle him, grabbing his wrists and holding them behind him. Trapped.

"What's wrong with her?" Peter yells, the realization that his aunt might be leaving him finally hitting him right where it hurts most. The frantic tears start dropping, and his body's starting to lash out against its leash. More people enter the room just as Peter gets the nurse off of him. There's the security he knew he'd get. Peter spins around, ready to face the officers, when the needle comes out of nowhere, stabbing him right in the side. He doubles over, then instinctively takes a swing at whoever got him. His fist comes in contact with something, but he's pretty sure it's not a human.

"Grab him!" someone bellows over the shouting of the doctors and the wild beeping of the machines. Over the heart rate monitor going faster and faster. His own heart's beating faster as well. The darkness begins closing in on him, the edges of his vision going dark and blurry. His eyes are drooping. He can feel his body get heavier and heavier, can feel how much he wants to lie down and curl up into a ball. Take off the monkey suit…take off his other suit…The darkness is going to take over him soon.

"NO!" he screams, pushing the security guards' hands off of him. His eyes fly open, and Peter just misses the nurse's lunge for him. He jumps over the nurse, spins to side-step one of the guards, then makes a break for the door. Even when he's all the way down the hall, he can still seem to hear his aunt's heart rate on the monitor.

He ducks his head as he passes each hallway camera, hoping that this could prevent his mug shot from being next to his other mug shot. He runs through the front lobby again blindly, people calling after him. "Hey, mister, your hand?" "Sir, you're bleeding-" "Hey, do you need any help?" Once out on the street, Peter looks down at his hand. He unclenches his fist (which is already bruised from hitting something) and opens his hand to see the two keys covered in blood lying in his palm. There's a nasty-looking cut with key imprints sliced along the top of his palm, and indents of the keys near his thumb. He shakes the excess blood off of his hand and blows on it, now that the pain is starting to sink in.

Peter's short of breath, his intakes of air cut-off by his desperate need to cry. He stuffs the keys into his pocket where his check and the parts of his phone sit, and collapses onto the curb of the road. Squeezing his eyes shut, Peter slides his hands into his hair, blood mixing with the grease and perspiration, and pulls. Surely this is what going crazy feels like. The image of his aunt's body being wracked with spasms from head to toe is a constant reminder of why he's going insane.

Honestly, why must everything happen to him? He's been a good boy, he hasn't done anything wrong, he gets good grades, he does everything he can to help the ones he loves. So why must God punish him? Why must he take away his parents, then his uncle, force away the girl he loves, then take away his last living relative?

Maybe it's not God's fault. Maybe it's his.

Peter opens his eyes. At first, he sees himself looking back at him; the almost spitting image of his father. He's got his mother's smile, though. Then a car drives by and splashes some of the water on the road onto his reflection, and the puddle is marred by ripples. His eyes harden and he reaches down to splash the rest of the water away.

The jacket of his dress suit itches, and he _really _could use a shower – but he can't face going home. Home is empty. It's only him now, him and the floorboards. And pictures. And memories. He can't go home. Exhaustion has hit him like the swing of his favorite baseball player, Trevor Plouffe. Powerful and effective. He feels drained of life as he thinks of Aunt May: is she still here, or is she gone? Would he even know? Would he feel it?

Suddenly, everything and everyone is somehow connected to his dead parents, his dead uncle, his possible dead aunt, and the girl he loves. He needs to get out of here – NOW. His fingers curl into fists again inside of his pocket and the tips of them brush the cool metal of the keys. If home isn't an option, maybe his second one is.

After hailing down a taxi, he throws his last fifty from his pocket at the driver who gives him a curious, troubled look. He whispers the address, then doesn't answer any questions the driver asks when trying to make conversation. Peter looks out the window the whole time. Eventually the buildings turn to large farmlands, then wooded hills. He wishes someone were here beside him to hold his hand tightly, tell him it's okay to cry and time will heal his wounds. He wishes it was Aunt May. But she's somewhere behind him in a bed, hopefully still attached to a machine that beeps with each beat of her heart. He's done enough damage to her, though, and she doesn't owe him anything. And it's not like he can go back and see her; his tantrum made sure of that.

Peter wishes that Gwen was with him. It's been one of his favorite daydreams for a while, now: Gwen and him, running off to some place where no Spider-Man is needed, and no grades are to be watched, and no Tony Stark breathing down your neck, and no quest for finding some connection to your dead father-

The taxi comes to a stop, and the driver clears his throat uncomfortably, announcing that they're here. With a whispered "Thanks", Peter's out of the car and slams the door. The driver, probably not wanting to witness anything, immediately pulls away, quickly making a U-turn at the first opportunity and flying by Peter, kicking up dust from the dirt road. Peter turns towards the long drive-way. A mailbox in the shape of a loon stands alone, looking dirty and unused. He bets anything that it had been his mother's doing.

The driveway is nearly a mile long, and Peter spends a good majority of thirty minutes walking it slowly and taking the woods in. He's never seen an atmosphere like this outside of movies. The smell of pine and sap overwhelms him, enough to make his head spin slightly, and for once the sky is obscured but not by tall, windowed buildings. Eventually, he emerges into a clearing – though can it be a clearing when its grass is up to his waist? Shadowing the small prairie is large structure – the lake house.

It's just like those ones you see in Better Homes and Gardens, the rustic yet modern log cabin with the floor-to-ceiling windows and the wood siding, complete with stone fireplace along the side. A great, wrap-around front porch overlooks the clearing, some of the weeds tangling into the porch's railing. The front door stands alone in between two darkened porch lights, beckoning him in. And in Peter goes.

He walks slowly through the house; first through the hallway, then the large kitchen, then the two story living room that has a wall seemed to be made of glass. There's an office off of the hallway that has a massive skylight, and a bathroom with a bathtub so big, it might even take up half of his room back home. Home.

That's when he loses it.

His reflection had been staring back at him while he sat in the bathroom, observing the bathtub. He had looked up from its handles when his eyes caught his own. Brown on brown. Peter didn't like what he saw. The last image he sees of himself is his face snarling – lips pulled back over his teeth in a feral manner – before he takes his left hand back, then swings it forward, knuckles connecting with the mirror. It shatters.

He's had enough, dammit! He's had enough with himself, and Spider-Man. Nothing good comes from them, and in return, they get nothing good. The people close to them suffer, and they just can't live with that, anymore – _they just can't_.

He breaks some things, he screams some things, he might have smashed a window – or two, but if that's what helps him, he'll do it. And when he thinks he's calmed down, it starts right back up again, all because he was starving and he wished he had a bowl of Aunt May's green bean soup. Some more things are smashed – including what looked like a very _pricey_ vase – a couple pieces of furniture are flipped over, and some wood is taken out of a beam running over the family room.

And a family picture is thrown in to the chaos.

He never meant for it to happen.

**So sorry that it has literally been forever since I last updated. I just needed a lot of time to write this chapter. I know it had no Peter/Gwen interaction, but next chapter will definitely make up for it, I promise. I really hope you liked it – I went in depth a lot so please try and keep up. My in depth writing skills might be hard to follow.**

**Enjoy-**

**my love addiction**

**(p.s. my username has been switched because of some technical crap and yeah, so now it has changed.)**


	14. Chapter 14

**Okay, so that last chapter…let's discuss: very, **_**very**_** long. And intense. Let's not forget intense. So, to whoever read it and didn't understand, don't be afraid to ask questions. I know I have already received one so far, and I very much intend to answer it.**

**I felt really bad for the long update wait leading up to last chapter, so I'll try to update this as soon as possible. But please don't be too upset and stop reading if I don't get this out there in a shorter time.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

**Warning: **(_sorry, it's a quick but necessary one_) **This chapter is a little intense, but in a physical way. I highly recommend that if you aren't a fan of graphic images, than consider not reading this. I'm really pushing the T boundaries here.**

It must be forever that he sits there, limbs flared out around him at awkward angles, on the floor in his Spider suit with his eyes trained on the ceiling. It's dark now – very dark – and the ceiling is nearly indistinguishable, but he keeps up his studying of each grain of wood resting above him. He counts eight knobs, fourteen dents, and three holes before the night creeps up on him surprisingly and suddenly, leaving the room in the moon's weak glow that barely allows him to see the outline of his own hand. He doesn't bother getting up to switch on the lights.

Peter aches all over. Literally. The chair he flipped over and smashed into the only non-wood wall (leaving a hole that Aunt May would _shudder_ at) took the majority of his superhuman strength just to lift. The thing was _heavy-_

So of course he wrenched his back as if he was seventy-seven years old.

And then there was the mirror, which didn't just shatter, but shatter_ed_ his hand, too. Not to mention that his skin is open and revealing and the blood's flowing thickly, freely, and disgustingly. He feels like puking at the sight of it so he keeps that hand firmly on the ground, fingers weakly clutching at the carpet hairs beneath him. He's got a bruise on his shin after a wobbly vase fell and smashed on it, and he's pretty sure a few of his toes are broken after he aimed an angry kick at what appeared to be normal drywall, but was in fact a wall of concrete.

His side aches from the needle that was plunged into it (he's not sure what was in the needle; all he knows is that his adrenaline rush must've burned it up), and to top it all off, Gwen's stitches have unraveled. His shoulder is like hell, searing and burning, and he cringes with the slightest movement of the arm.

When the moon falls behind a shadow, Peter takes in a quiet breath. He turns his neck stiffly to the side, glancing at the clock that he had thrown across the room and landed next to the spot he chose to collapse at. 2:06. Adjusting his eyes in the dark, he reaches around the clock to grab the thick quilt lying behind it. He drags it over him lazily and manages to curl himself up into a pathetic, feeble ball.

He doesn't sleep.

The images come racing into his head as soon as he thinks he's finally settling down and has cleared his mind enough to rest. The mental picture of Aunt May's spasmodic body is like a slap to the face, and he swears her irregular heartbeat is like a background beat in his ears. Loud and obvious. Time passes, but he doesn't know how much, the moon and the sun being his only guidance. Peter guesses it's around 8 in the morning when the clouds roll in, dark and ominous-looking.

He finally moves as the rain begins to fall. Peter shifts onto his back, stretching his arms and legs although they scream at him in protest; his joints are stiff, his hand is raw, there's a knot in his calf, and his stomach is crying with hunger. Growl after growl rips through his body and leaves him exhausted, famished to the point where chewing on the blanket even seems appetizing. Peter sits up slowly, taking in his damaged surroundings, all victims to his destructive tantrum. Or tantrum_s_. He lost count after three.

The living room is a complete mess: chair half in the wall, half out, couch shoved carelessly against the fireplace, a shattered lamp's glass littering the floor, shattered lamp lying across a coffee table, ottoman flipped over, pictures smashed in their frames, books and book pages thrown everywhere. Splinters of wood dot the carpeting, and after a quick glance up, Peter realizes a good chunk of a log beam running over his head has been torn off. He doesn't remember climbing up there…His stomach rumbling diverts his attention.

The fridge can be seen through the archway to the kitchen and Peter gazes at it almost wistfully, but the sudden image of Aunt May reaching into it to get him a glass of milk obscures his vision, and he turns his head look away. His hunger is gone. For now. He throws the blanket off of him and stands somewhat clumsily. The feeling of being drunk at the party that happened so long ago comes rushing back to him, but the care-free emotion that comes with it is left behind. Instead, he feels lost. And alone. And cold. And in need of a shower.

His aunt may or may not be gone. He doesn't know, nor does he want to know, but nor could he know; he's pretty sure the security have got every available eye watching for him to waltz right back into the hospital. But he doesn't even think he would. Whenever Peter thinks about going back and being there for his aunt, he gets this clenching feeling around his gut that reminds him of something bad, as if going to his aunt is like going to his death. But he might be mistaking it for hers.

He's too much of a coward to go back to New York. He doesn't want to face the busy streets with their selfish, demanding people. He doesn't want to face the lonely nights that only hold huge responsibilities and stupid criminals and cold breezes. He doesn't want to face the empty house with its echoing rooms and ghost pictures.

God, no.

He doesn't want to be here, either. This is a house full of memories, too; he can just see himself sitting next to the roaring stone fireplace with his mom, petting a cat they might've had or telling stories. He can see him and his dad out swimming in the lake, floating on their backs and looking up at the clouds. Maybe his father was the fishing type. And above all, there are pictures. Family photos and individual photos. Photos of his mom younger, photos of his dad and Uncle Ben younger, photos of him as a baby, and photos of him and a girl with red hair. She's kind of familiar.

They all haunt him and scream at him though they hold no words. However, their messages are clearly distinguishable, acting like a punch to the gut and a knee to the crotch.

He doesn't want to by _anywhere_.

Feeling the panic and tears creeping up on him, he shoots a swift biocable at the ceiling and pulls himself up to the nearest beam of wood. He climbs onto in and sits quietly before his head falls onto his knees and he starts sobbing. Just like the pictures, they echo all over the house loudly.

~ sm ~ sm ~ sm ~ sm ~

Now, Gwen Stacy is a determined girl; she doesn't like to give up easily and absolutely _hates_ backing down from a challenge. Weak, weak, weak. That's how she sees it. Her fierce willpower makes her the young woman she is today; it also made Gwen her father's daughter through and through.

So she sees no point in letting it go. She should probably get mad and give Peter the silent treatment, just as he is giving her. She should probably wait until she sees him at school and make a huge scene so he'll cower in fear and worship the ground she walks on for the next month. She should, but she shan't.

Because Gwen Stacy is _not_ like that.

She is strong, unwavering, independent; she goes after what she wants and doesn't stop until she gets it. And it helps when she just got Peter back and she doesn't want to fight with him and possibly lose him again. So…

Back to being strong. Yes- Gwen Stacy isn't one to bow out of a situation as hazy and unpredictable (_and dangerous – don't forget dangerous_) as this one. Peter might be in trouble, or he might be hurting, or he might be sleeping. Literally, he could be doing _anything_ right now, and as his girlfriend who stayed up the whole night waiting for his arrival at her window, or a long phone call conversation, she has every freaking right to be mad. But she knows deep down that when she sees him, her anger will melt away faster than she can say "Peter Parker!"

Damn him and his unexplainable charm.

She makes sure to be as loud as possible when she stomps up the stairs to his front porch and nearly punches the door with each knock. Gwen crosses her arms tightly over her chest and purses her lips, shifting her weight to the side in a pouty manner. Hey, she's still a teenager. Her ears strain to listen to the sounds of approaching footsteps coming from inside, but they find none, only empty silence besides the noises of the busy street two blocks over. She tries pounding on the door again, thinking maybe he's asleep and didn't hear her the first time. After another minute, there's still no answer. Finally, she gets worried.

What if he's too hurt to get out of his bed? What if he's not even home? What if he's in a dingy alleyway, trying to suppress blood from gushing out of a gunshot wound? And without her? But Peter would come to her in a situation like that. No matter what condition he would be in, he'd always come, even if death was a few mere minutes away. Although her thoughts are strong and reassuring, she still can't help but worry even further. After much contemplation, she has no other choice but to go in.

Peter needs her. _She can feel it._

She tries the door handle, prepared to brace herself for impact against it in an effort to knock it open- oh, it's unlocked…Okay – bad sign. She steps into the front entry quickly and shuts the door behind her, peeking down the hallway for the sign of someone moving. Once again, there's nothing.

"Hello?" she calls out meekly; after all, she's trespassing in someone's home. No one calls out a "Who's there?" or croaks out her name as they lay dying, but it still leaves Gwen nervous, if possible, more. She walks slowly into the living room (she's never been here before) and peaks over the side of the couch, but it's empty, along with the kitchen and the bathroom. She tries the basement, but all she could find there was boxes and Christmas lights and a pile of dried up webbing. After emerging back upstairs, she bites her lip, hesitating.

There's one reason to go upstairs and one reason not to.

Reason why: Peter could be up there – dying, possibly crying and wishing she were there for him. Except this is Peter Parker and he's never been an openly expressive boy.

Reason why not: Peter could be up there – dying – with who-knows-what wound that will take all of her Gwen Stacy willpower not to gag at. And she's not a trained medical surgeon, here! Science! That's her thing, not blood and guts! But she'd never say that to Peter; as long as it lets her see him the next day, Gwen's fine with taking up stitching as a hobby.

Need overtakes fear, and soon Gwen finds herself in front of his door (she can tell it's his door from the old, fading car stickers plastered to the chipped white wood), biting her pinky nail down to the stub. Should she knock? Yes? No? What if- screw it, she's just waisting time! Heart pounding in her ears, she turns the handle and the door swings open. She steps in-

Nothing.

"Peter," she breathes, eyes trained forcefully on the empty, unmade bed. She walks slowly over to it, running her hand along the back of his desk chair. She glances at his computer; it's on. Glancing over her shoulder like an escaping criminal would, Gwen taps the spacebar, and the screen glows to life. Immediately, Gwen's eyes land on her face - a close-up shot of her posing for the debate team earlier this year. And it's his desktop background. She can't help the faint smile that curls up her lips.

Suddenly, a loud thud echoes from downstairs – the slam of a door. Gwen freezes instinctively before whipping her head around to look out into the hallway. "Peter?" she hisses. There's no reply, and her heart picks up even more speed. There are a million and one possibilities of who could be down there.

Courage failing with each passing minute, Gwen rushes into the hallway and leans over the railing, looking down on the front entry. There's a small movement, like a boot being kicked off from someone's foot, before a small figure steps into the light. No mistaking the red hair. A huff of breath escapes through Gwen's lips, causing the intruder to look up.

Mary Jane smiles.

"Oh, not who you were expecting?" she says lightly, leaning against the stair railing. Gwen's hand slips and she fumbles a little, hanging over the balcony. Mary Jane laughs. "Sorry, didn't mean to startle you. Gwen, is it? Gwen Stacy?"

"How do you know my name?" Gwen mutters lowly, raising her chin insolently in the air so as to look down at her even further. Has she mentioned she doesn't particularly like Mary Jane?

"I know everyone's name. I would've thought you'd know by now, though," Mary Jane replies, crossing her arms. "Unless, of course, Peter doesn't trust you."

"Excuse me?"

"Oh, honey, I'm not about to go give anything away, now." She grins like the Cheshire Cat.

Gwen would really love to just wipe that smirk off her annoyingly pretty face. Fuming, she takes the first step down the stairs, and swells with pride when Mary Jane reacts in the slightest by flinching. A sarcastic smile paints over her lips. "You don't need to; I already know. Don't want you losing your job now, do we?" At least her words rid Mary Jane of her grin.

"So Peter decided to rely in you. You must feel pretty special that he did," she retorts, knuckles clenching.

"What do you know about Peter?" Gwen fires back, immediately enraged that this – this skank brought Peter up again; she has no right to! Has she mentioned she _really _doesn't like Mary Jane?

"Maybe you're not as smart as I thought you were – uh, hello, sweetie! I'm a spy, which means I know absolutely everything!" Mary Jane waves at her, eyebrows rising high on her forehead.

"Oops – lost your job!" Gwen sneers, feeling the tiniest bit childish- But that doesn't matter! Mary Jane is here and – and in Peter's house and…what is she doing here? Mary Jane opens her mouth, lips pulling back over her teeth in a half snarl, but Gwen stops her. "Why are you here?" she demands loudly.

Gwen expects maybe a nervous twitch, or a grimace. But no: she gets a soft, friendly smile.

"You don't know?" she whispers. Gwen comes down two more steps, but there's no reaction from Mary Jane this time. Instantly, Gwen's guard is up. A trigger that had been drilled into her mind by her dad at the early age of four is going off, loud and aggressive. Something's not right.

"Well, I'm not you, am I?"

There's a short pause before- "And I'm what, exactly?" Mary Jane roars unexpectedly, stomping over to the bottom step. Gwen leans back instinctively before jumping down the last few stairs until she's two steps above Mary Jane. Defensive instincts have kicked in, and they're stronger than ever. She never had the time or the opportunity to let go of her anger and explode, after her father died, and she had so many…negative emotions that literally took over her mind and forced her away from her family – or people, in general – and herself. She had never got to just lose it and scream and rant and cry. Except for that one night, on the roof of her apartment…she doesn't like to go back to it. She had lost herself when she didn't have Peter or her dad, but now that Peter's hers, she's finally Gwen Stacy again. But she's not about to let this girl ruin everything.

And now…oh, all hell's about to break loose, 'honey'.

"A sneaky bitch!" she screeches. Mary Jane's eye twitches and she brings her hand back-

"MJ, you here?"

The front door opens, and the two girls pause mid punch and slap, necks craning around to look at their intruder. A tall, muscular figure walks into the hallway, pushing his curly, light brown hair that rests on his head in the perfect, male model-like way out of his face. His shockingly dark brown eyes flit over to Gwen before they rest on Mary Jane, then Mary Jane's raised hand.

"Shit – what'd I miss?"

Gwen's face twists into a scowl, ready to yell at the trespasser, but Mary Jane beats her to it.

"Harry!" she shrieks and runs for him. She launches herself into his arms and he stumbles back with the weight of her, but his arms wrap around her waist with a vice-like grip, pressing her against his body tightly. "Harry…" Mary Jane repeats, starting to cry. "I tried calling you and calling you…your home – I didn't know if you were in it or not and you wouldn't answer and your father wouldn't answer. I was worried sick…Oh, Harry – please tell me nothing happened to your father or – or the butler…"

Gwen's throat gets suddenly thick and she has to swallow down a lump and look away from the reuniting couple. How strange; she's nearly in the same predicament.

The man named Harry shushes Mary Jane, lips in her hair as he rubs her back soothingly. "I'm okay," he whispers. "I'm okay." When she's finally calmed down, Mary Jane pulls back to look at Harry. Gwen can't see her face, but she knows the emotions exchanged between them are some she shouldn't be here to see. If she could only sneak past them-

"What about your father? Have you heard from him?"

Gwen has to look over when there's a pause. Harry's eyes have abruptly gone cold. He shakes his head curtly once before mumbling something under his breath.

"What?"

"I don't think he'd call me even if he was on his death bed."

"What's that supposed to mean, Harry?"

Harry sighs deeply, fingers playing with the ends of Mary Jane's hair. "I don't know," he whispers. "My father's just too consumed with his work to be paying any attention to me. He's been working nonstop on this one project that I doubt he's even left his office this whole week. He probably doesn't even know the house is gone."

"But you haven't talked to him," Mary Jane says quietly. Harry stays silent, and the first sign of emotion appears in his eyes suddenly; sadness…tears.

"They found no bodies," Gwen says, her tongue acting on her own. Well, she couldn't just sit here and let them wonder. Mary Jane and Harry turn to her, Mary Jane looking incredulous through her tears, Harry looking amusedly between the two girls. "The police – they confirmed that nobody was in the building when it exploded…I just thought you should know."

Harry's eyebrow twitches up, almost in a questioning manner. "Who's this?" he asks Mary Jane. Mary Jane continues gazing at her, sizing her up from head to toe.

"The girlfriend," she says bluntly, and a knowing look crosses Harry's face. Finally, he looks away from Gwen and turns back to Mary Jane. He shakes his head again, eyes shutting once. "See? Probably still at work." Mary Jane bites her lip and glances at Gwen one last time before moving to hug Harry tight again. Gwen takes this as an opportunity to escape, but before she reaches the door, Harry speaks again.

"Your aunt told me you were over here. Why?" he asks quietly. Gwen's hand stops, fingers hovering over the handle.

"Parker's aunt is in the hospital. She got mugged Friday night and apparently she's not doing so good. She's okay now, but the doctors want her to stay since she's still in intensive care and she needs a couple of things, so when May Parker called Aunt Anna, I offered to do it for her," Mary Jane explains gently.

Gwen gasps and turns around. So that's why Peter never came! But why didn't he answer? Why didn't he illuminate everything to her? Oh, God…Peter. Why did this have to happen to a boy so selfless and so brave, and who had already been plagued by more than one family death? He doesn't deserve it – the world is against Peter Parker, and she knows it. But with this revelation, she promises to make it better for him, no matter what it takes.

"Why can't the kid just do it?"

"The kid's gone, Harry," Mary Jane says shortly, causing Gwen to look up at her sharply. "He had a spaz attack yesterday morning at the hospital then booked it out of here. Even _I_ don't know where he is and it's my _job_ to know."

"What do you mean by 'spaz attack'?" Harry inquires, sounding sincerely interested, as if Peter's life was another episode of his favorite reality TV show. _Yes_, Gwen agrees. _What _does_ she mean by 'spaz attack'?_

"Like a big enough spaz attack to get your face watched for at the hospital. And he's not allowed in, either. May's heartbroken."

"Do they know where he is?"

Gwen's heart stops; this is the question she's been waiting for. _Come on, Mary Jane, be the sneaky bitch that you are-_

"No-" Gwen's heart starts, then sinks "-I found this letter, though, on the counter when I came here earlier, saying he got some stuff for his birthday from his parents; he just hasn't been able to have it since he only turned eighteen Friday. Apparently he got a massive check and a _house_."

"Jesus…" Harry says lowly, but it falls on deaf ears, according to Gwen. Bingo. Of course Peter would go there; he would go there even in a different time for a different reason in a heartbeat. In the short three months that she's really gotten to know Peter Parker, she knows that he does whatever he can to find clues about his parents' disappearance and connect things to them as much as possible. If this house was his parents' house…Peter's sure to be there.

"Where is it?" Gwen asks sharply, stepping up to Mary Jane and Harry. Gwen looks at her. "Where's the letter?" It must've been the tone in Gwen's voice because Mary Jane complies quickly, fumbling a little with the clasp of her sling-bag as she tries to open it. She takes a folded up, official-looking document from the depths of her purse and hands it to Gwen wordlessly, Harry watching with bated breath the give-and-take between the two of them.

Gwen unfolds it hastily and reads:

_Dear Peter Benjamin Parker,_

_As of March 24__th__, 2000, the will of Richard Maxwell Parker and Mary Eugenia Parker has been in effect. In the will, it states that everything in the possession of Mr. and Mrs. Parker was to be handed down to their son, Peter Benjamin Parker, if ever something were to happen that would threaten their lives and take them. The will, however, could not be executed while the rightful owner of Mr. and Mrs. Parker's possessions was under the age of eighteen. Now that the rightful owner is of age, the possessions can now be distributed to him. These possessions include five family heirlooms of Mary Eugenia Henderson's family, a residence of 33692 Lakeview Drive, Notch Lake, Greene County, New York, U.S.A., and a bank account now opened for the owner with a starting amount of $449,390 in savings. A hearing for your possessions to be passed along will be held on Saturday, November 8__th__, 2012 at the New York City Hall at approximately 11:00 a.m._

_Thank you for your cooperation._

_Judge Hank Arnolds, Supreme Court, New York, New York_

33692 Lakeview Drive, Notch Lake. 33692 Lakeview Drive, Notch Lake. That's about three hours from here.

She can make it.

Gwen looks up from the letter, giving Harry and swift look before turning her eyes on Mary Jane. Even if she hates her, she did help her. Although it wasn't intentionally. She looks her up and down, taking in Mary Jane's too-short shirt for this weather, slim-fitting weathered jeans, and knit boots. Maybe, in another lifetime, if they weren't in such opposition, Gwen might actually consider liking Mary Jane. Might. She swallows then meets Mary Jane's green eyes.

"Thank you," Gwen murmurs stiffly before spinning on her heel and opening the door. She pauses before she leaves. "And tell Peter's aunt I'll get him back." Smiling slightly at Mary Jane's expression, Gwen shuts the door behind her and glides across the front porch and down the stairs, starting the journey home. She makes a mental checklist in her head as she walks:

_-make-up excuse for leaving: friend's house? Work called me in? Peter?_  
_-pack in case of emergency_  
_-bring cell phone charger_  
_-pray for Peter's aunt_  
_-pray that Peter hasn't done anything stupid_  
_-look into the exploded building some more_  
_-call Stark if in trouble_

After a second thought, she adds another item onto the list: _call Peter one more time_. Gwen takes out her phone as she comes up to her apartment building; he's number one on her speed dial. It rings…and rings…and rings again. One last time. _Hey, this is Pete. Sorry you missed-_

She's heard his voicemail too many times. If she hears it again, she might explode.

Her apartment's empty when she enters it. She avoids looking at the door because whenever she looks at it, all she can see is Peter coming through it for the first time, shy, nervous, Peter-Parker smile on his face. She had teased him, and he had blushed, and now she doesn't know if she'll ever get to see him walk through her front door again. Or blush. Or smile.

Peter Parker, you better not have done anything stupid.

As if a wave of cold water washed over her, Gwen jumps, goose bumps erupting all over her skin. Immediately, she's spurred into action; Gwen rushes into her bedroom and grabs the first things her hands touch when she opens her closet: sweater, jeans, flats. Over at her wardrobe, she grabs socks, night clothes, underwear, and other woman necessities. All enough stuff for one night if she's staying at a motel. Which reminds her. Gwen launches herself over her bed and nearly slams into her bedside table trying to pull the drawer open. She digs around inside of it, biting her lip in concentration, before she sucks in a breath and extracts her arm, a small, sleek credit card clutched in her hand.

_For emergencies only_, her father told her. And an emergency it is.

She piles everything into her backpack, buckles it shut, then groans, runs into the bathroom, grabs her toiletries, throws them in, and buckles it shut again. Gwen realizes it's her turn to do the dishes when she bursts into the kitchen, looking for food to bring. There's a small post-it note on the fridge that says her mom and her brothers have gone out to lunch, and Gwen feels kind of bad when she replaces it with her own note, explaining that she won't be home when they get home. She doesn't say when she'll get back; she'll just deal with that when it comes.

Dialing the first taxi number she knows, Gwen slings her bag over her shoulder, takes one last glance around her home, then walks out the front door blindly. She doesn't want to see Peter go in while she goes out.

**:::**

Gwen realizes quickly that Notch Lake is farther than she knew it was. After two hours turn to three, and three hours turn to four, she figures the taxi driver messed up and got lost. In the woods.

"Uh, sir?" she finally asks after he passes yet another farm that looked suspiciously like the one from a few turns ago. The cabby tilts his head slightly towards her. "I really need to get to this place soon…how much longer do you think it'll be?" The cabby scratches his chin before answering.

"By the looks of it, I'd say it's one of these next few houses."

Suddenly, the farmland has turned to woods; tall, lumbering pine trees that seem to reach the clouds, but to Gwen's eye, she thinks they'd barely reach her 20 story window. She's certainly seen taller. But the woods do have its charm, and Gwen immediately knows why Peter would come here: peace, and seclusion. The houses – no, _mansions_ – had to at least be a mile away from each other, with imposing, towering oaks bordering the entrance to their mile-long driveways. The scene in front of Gwen _had_ to be one she saw in Forbes magazine. The taxi comes to a halt, breaking Gwen from her awe.

"Here, miss," the driver grumbles. Gwen, having already given him his money, thanks the driver and grabs her bag before stepping out of the taxi hurriedly. She's _here._ Gwen shields her eyes against the harsh, afternoon sun, eyes adjusting, until everything's clear, and she's gazing at gap in the woods with a dirt road carving a small street through it. The driveway. There's a loon mailbox sitting at the corner of the driveway's entrance, and Gwen smiles briefly at it. How cute.

The taxi still hasn't moved, and Gwen gets the impression that he's probably waiting for her to go. Glancing behind her shoulder, Gwen starts down the dirt road, hovering on the edge of the thick fringe of trees. It's not until she's out of sight of the cabby, having gone through twists and turns, that Gwen hears the cabby drive away. She breathes out a shaky breath, as if the cabby had been holding her back in New York. But now she's here, and now she's going to help Peter.

He is her boyfriend, after all.

Weird – she hasn't thought much about his title to her. But what is he, really, when he means the absolute world to her? When he means the sun to her that she can't live without? When he means the person she craves to be with at all time? Boyfriend isn't enough of a title, but something bigger might scare him – _and_ her. They're still only teenagers. But everyone knows that Gwen and Peter were made for each other; it's just a well-known fact. Still, there's a big difference between boyfriend and _purpose for living._ Plus, it's too long of a title to say.

But it _is _fun to say Gwen and Peter, or Peter and Gwen. They are the definition of 'opposites attract'. Her, the practical, the hard worker, the determined, the down-to-earth, the _when_, not _if_ one while he's off day-dreaming in class and subconsciously making top grades; the dreamer, the wanter, the take-it-like-a-man, the wallflower, the believer. The one dressing up in a luge suit at night and swinging around New York, performing aerial flips so gracefully that his awkward stumbling during the day is forgotten. They're total opposites, they just like the same stuff.

It's a rough and bumpy thirty minute walk down the dirt road until she finally emerges into a clearing that could pass for a swamp. Weeds reaching a little higher than her waist make it hard to walk through in an effort to reach the massive front porch of the home, but there's a recent, fading path worn through already, and Gwen takes it.

At least she knows he's been here.

When she reaches the front porch, her phone goes off. _Really? In the middle of nowhere before something as big as this? _It's Stark. Sighing, she picks up. "Hello?"

"Stacy? Where are you? I need you here," Tony's superior voice demands. Gwen rolls her eyes.

"I'm kind of out of town, right now, and I don't know when I'll be back. Can't you get somebody else to come in?"

Stark makes an impatient noise in the back of his throat. "It's the STD - I found something and it can't wait. I tried getting Parker but he wouldn't answer. I need you to get him, then get both your asses back here ASAP - we're running out of time and we need to do this now."

"Tony, I really can't...this is more important right now."

"Stacy, get Parker, you hear me?"

"But Stark - that's what I'm trying to do!" Gwen shouts. Birds screech and fly up from the nearby trees, and Gwen quickly slaps a hand to her mouth.

"What do you mean, that's what you're trying to do?"

"Peter's...going through a bit of a rough patch and I'm just trying to get him out of it. So if you want the both of us in, you're going to have to wait." There's a silent pause except for Stark's angered breathing. "Sorry," she adds quickly.

The next pause is a longer one, but when Stark speaks again, his reply is clipped and emotionless. "You've got 24 hours. Hurry." And he hangs up.

Gwen, practically breathing fire from the excitement and mixed feelings and wondering wwhat on earth is making Stark so suddenly interested in his project, turns her phone off and tries the front door. It's open. Gwen sets her bag down when she walks in, not bothering to kick her shoes off. She walks slowly down the hallway, peering into each room that branches off from it. Nothing moves until she reaches the room where the hallway ends; a great big living space with floor-to-ceiling windows that give a great view of Notch Lake. The water laps against the shore playfully, cheerfully, full of emotions Gwen couldn't summon even if she tried. That's what she saw moving - the lake.

The sub goes behind a massive cloud, leaving Gwen in grey glow of the sky. A storm's coming in, a product of hurricane season. She had seen the alerts; even the cabby had switched on the radio to listen to the hurricane updates. To tell the truth, she's always been a little afraid of storms. Her dad would come into her room, where she would be hiding, during a particular bad one and take her in his arms and rock her to sleep. But her dad isn't here anymore.

"Peter?" she calls out softly.

**Okay, next chapter will be up soon. I was almost done with the chapter when I look back and see that I made this chapter nearly 9,000 words long. Um, yeah – that's bigger than my longest one-shot so I decided to split them into two. Bear with me here, people. I promise the follow-up will be quick.**

**But as Peter Parker proves, some promises are made to be broken.**

**(ohmagodiamsuchanerd-iliveoffofmoviequotesandplot s)**

**Enjoy-**

**my love addiction**


	15. Chapter 15

**Here's the follow up. I'm literally pushing the T boundaries, so if any of you have problems with stuff hovering on the edge of M, please stop reading and please don't report me.**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man.**

~ sm ~ sm ~ sm ~ sm ~

Her voice comes from nowhere, soft and timid; she's scared. His first instinct is to leap down from the beam he hasn't moved from and hold her tightly, driving out any fears she might have. As long as he's there, nothing can hurt her. Unless he's the one hurting her.

He barely manages to crane his neck around to look down at the living room below him. Every movement of his body takes a great effort, as if whatever he was injected with was meant to numb the body. He hopes it's an effect; otherwise there's something seriously wrong with him. But when is there not? She's almost directly below him, and he can just see her face through the dark: pretty features less marred by the fading bruise and cuts. She's already healing. A part of him wants to call out to her, let her know that he's here and he's alright. Another part wants to scream at her for walking in, but he knows that he could never ever go through with it; she's not to blame.

He is.

Peter sucks in a deep breath, causing Gwen's head to swivel back and forth before she looks up. She doesn't see him, though, probably due to the darkness of the room. The clouds get thicker and darker as the storm approaches, but Peter estimates it won't be here for at least another hour.

"Peter?" Gwen calls out again. She takes one last look around the room before heading towards the nearest door.

He should've known _somebody _would come after him, but to tell the truth, he thought it'd be a cop, or a neighbor. Hell, maybe even Mary Jane, or worse – Stark. Someone to come and tell him he has duties that need to be carried out and just because his family's all gone doesn't mean he can neglect others who need help. Who cares if he needs help? Spider-Man doesn't rest. Spider-Man doesn't have feelings. Spider-Man can do anything. This is through the eyes of the public.

But Peter Parker needs these things. To the public eye, people think he's just a normal boy – and he is!  
He's just got some…personality problems, or an alter ego. But otherwise he's just some regular teenager who sleeps as much as possible, eats as much as possible, worries about college, worries about girls, deals with his feelings in private because no guys deal with their feelings out loud, and above all, has a family that he wants to come home to each day.

So why can't the world just see that Spider-Man is just a normal guy, too? Like this Peter Parker? Maybe if they treated him the same, maybe…maybe…

Maybe what? The world will never sympathize with him, will never appreciate his opinion, will never sit him down and ask how he feels about everything. Nobody ever has and nobody ever will. It's as simple as that.

So it comes down to his mixed feelings of Gwen being here: he doesn't want her here because he knows what she's trying to do. She's trying to bring him home and tell him life will go on, tell him he'll be okay because she's here. And not that that's not true, but it's only enough to comfort part of him. A while back, he wrote down things about his life on some pieces of paper he's sure are crumpled up at the bottom of his backpack. Everything had come naturally and easily to him – except his purpose in life. And this is what has been troubling him ever since, and right now, it's adding to the stress. So what is it? Is it going around, preventing crimes and saving peoples' lives while losing large amounts of sleep and freezing his ass of each night? That's what he does now, but is it his calling?

There are no answers yet to be made, which makes him uneasy. In case you haven't noticed, Peter Parker is a very educational guy; he likes to learn and read and create with his mind. So having no answers really messes him up. Big time. Stress on top of stress on top of stress. On top of a heaping pile of family stress. He's got enough.

So why are you here, Gwen? Why are you here to take him back to Stressville, U.S.A., otherwise known as New York? You can only make so much pain go away by your presence and your comfort and your love, but why must you drag him back to hell?

But like all other stupid, irresponsible, hormonal-crazed teenagers head-over-heels in love, he couldn't stand being away from her in the first place. Her being here is like God placing His hands on Peter's shoulder and telling him "You did good – now here's a reward." Bliss. Ecstasy. Heaven. It's like their souls weren't meant to be farther than 50 miles apart. Every breath she takes is like her calling his name; as long as she's breathing, he knows who he is, and knows he's wanted. There's the seventh sense that the two of them share, the one that feels when the other walks into a room, or smiles, or looks or thinks about the other. They're so bound together by an invisible force called love that it's overwhelming and exhausting to think about that it leaves you drained, but it's such a good drained feeling. It's like a satisfying vulnerable feeling.

He wants her in here, now. Suddenly, he can't stand not being within touching distance of her. He tenses up and turns his head to where Gwen disappeared, waiting and watching silently until she comes back. She comes through the door a minute later, blue eyes so wide and so worried and so earnest as they fly around, looking for him. God or someone whispers in his ear:

_She's right there - go get her._

But, dammit, he can't move! He physically can't; it's too painful. His shoulder is once again searing with pain and his ribs ache as if the wrench in his back also spread to his front. There's no words to describe the pain he feels; it's like getting stabbed in the shoulder a hundred times while simultaneously becoming a contortionist although his body isn't _that _flexible. But he would rather take this than getting his heart ripped out of him completely. Peter opens his mouth, eyes widening as Gwen moves towards another exit - she's leaving! -, and gives a quiet groan. It's all Gwen needs.

Peter sees her turn around quickly and wipe at her wet eyes. _No, don't cry...I'm right here._

"Peter?" she croaks out weakly, taking a step towards the living room. "Are you here?"

He wants to move his jaw - move, dumbass! - but it won't. So he groans again. Gwen takes a few more steps into the middle of the room, standing a little farther than directly beneath him.

"Peter, where are you?"

He feels a brief flash of annoyance; come on, Gwen, look around! But she remains swiveling her head from side to side, looking over furniture and glancing down hallways and into rooms. Maybe if he aimed just right - and summoned up enough physical strength - he could shoot a biocable at her and get her to look at him. Peter slowly brings his arm up, gritting his teeth at the pain (it's the arm with the open shoulder), and aims, right at the small of her back. He leans forward-

_BOOM! _He hits the ground with a thud that shakes the whole frame of the house. For a moment, he's paralyzed; _what the hell just happened?_ But then something tickles his face and his leg twitches instinctively, thank _God_. Peter cracks his eyes open and his vision is immediately obscured by a head of blonde hair. Gwen. He groans, noticing the feeling in his body is coming back to him after the initial shock of falling has worn off. More pain to add on to the pain he had before.

"Peter!" Gwen shrieks, hands hovering over his body uselessly. She seems just as shocked as he is, except she's not the one who fell twelve feet onto solid ground. Suppressing groans, he pushes back on Gwen's shoulder until she's far enough away for him to look at her. Gwen looks at him with those wide, blue eyes (funny, they must've changed back from gray to blue while he was away) that dance with joy and satisfaction and relief. He grins back at her- or _tries _to grin back - and coughs once.

"Hey," he whispers.

She laughs and pulls his hand up to her cheek, holding it there so tight it hurts, but this is a kind of pain he likes. "Hi," she whispers back, smiling ear to ear while holding in tears. "I'm so glad I found you."

"Me, too. And, Gwen?"

"Yeah?" she breathes.

"My phone kinda broke...I'm sorry I didn't call you back. I promise I will next time."

She stares at him for a minute, instigating a silent pause except for his deep breathing. Finally, she sighs, a deep heavy one that has just the slightest amount of amazed laughter in it. Peter gazes at her expression, trying to figure out how she's feeling. She looks back in almost a challenging manner, her eyes guarded but happy, relieved. And pained.

"It's okay…I forgive you. You had every right no-" She stops abruptly upon seeing the look on his face. Peter's jaw moves to clench and his hand tenses on her cheek. Oh, yes. She must know. Why else would she be here? And he had gone for so long without thinking about his aunt.

"Oh, Peter," she whispers, pressing her forehead to his gently. "Everything's going to be okay, you'll see. Good will come sooner than you think; it always comes to those who do good." He closes his eyes, feeling the stiffness of his body fade away as she comforts him. Her touch is almost as healing as Aunt May's. "You just…have to be strong – like I know you are – and wait patiently until everything's alright again. And, Peter, I promise-" Gwen leans back to look at him. "-I promise that I will be right there with you, and I'll help you through it until you get what you deserve."

Peter bites his lip. He doesn't want to cry, he really doesn't, but the images are flashing through his head and Gwen's words are so…comforting and he's in so much pain right now…He shakes his head, just a sharp, quick one, and uses the rest of his strength to wrap himself around her, pulling her down on top of him. Peter brings himself into a ball while cradling her to him, letting the tears flow. He's cried many times, now, these past few hours, but this round has to be the all-time worst.

No matter what he does, no matter what he says, no matter how many lives he saves, the world will always continue hating him.

It's a great deal of time later when Gwen releases herself from his grasp, much to his disappointment, and stands up. He just lays there on the floor, sobs ceasing quietly, with his head resting on his forearm as he studies the wood surface beneath him. He was being selfish; Gwen had other things to do. He looks up at her sadly, expecting her to bend down and kiss his forehead, say a few more things about how his heart will heal, then persuade him to come back home. But he won't. He can't.

He needs some kind of peace that he knows for a fact he won't find back in New York, but here, in the vacation home of his two dead parents. This is where things will fall into place, he just _knows _it.

But Gwen doesn't do any of those things; in fact, she walks away, heading towards the kitchen. Peter, slightly alarmed with her choice of actions, props himself up on his elbows and watches her. When she comes back, she holds a wet dish towel. He eyes it confusedly as she sits down next to him. Gwen stoops over the shoulder that's split open, her warm breath washing over it and through the suit as her face hovers a mere inch away from the cut, eyes examining her work that he ruined.

"Peter, how long have you been up there?"

Flushing a light red, Peter stumbles around his head for coherent words.

"Um, I don't…uh – probably since 8 this morning…Why?"

Gwen's lips twitch up at the corners, her eyes shining slightly with amusement.

"You smell like wet dog."

"Oh."

Aunt May once said that to him after he came home at an ungodly hour with sweat pouring down his face, two black eyes, and a grisly fat lip that provided him a minor lisp. He had been running and swinging for what felt like forever from the police that definitely had the home field advantage that night. She had pursed her thin lips, scowl marring her usually kind features, and looked up at him through disapproving eyes.

"The least you could do is not make me suffer your stench," she muttered, turning for the stairs and clucking her tongue. He had smiled one she disappeared.

Gwen notices his strange silence and looks up at him. He's biting his lip again.

"Hey," she whispers. Peter looks over at her, wanting to just reach up and bring her close to him again. She makes him feel so safe. "Let's get you cleaned up and fixed, huh?" After a small hesitation, he nods, casting his eyes towards the ground. The feeling of loss was never going to end.

She helps him stand up, letting him put all of his weight on her as he steadies his shaking legs. Together, they stumble down the hallway and to the bathroom with the giant bathtub and broken mirror. As soon as Peter sees it, a flash of pain shoots down his hand and he has to look away. Gwen makes him sit on the edge of the tub while she runs over to the shower, turning on the water and adjusting the knobs. When she's finally satisfied with the temperature, she comes back for him, holding her arms open as if expecting a hug. He needs one.

Peter can probably walk on his own, now, but he doesn't bother telling Gwen. He feels too numb; although it might not be physically (the pain's still running strong throughout his system), his mind seems to have stopped and his emotions seem to have died. He doesn't even care if he eats, or sleeps, or even get drunk; all he wants is her.

Her.

There's an awkward moment exchanged between the two as they pause before entering. He's in his spider suit and she's fully clothed, and Gwen wants him to take a shower? With her? Peter sucks in a breath, eyes glazed on the shower door quickly fogging up with steam. With a quick side glance, Gwen steps in first, swiftly kicking off her ballet flats before her feet hit the smooth tile of the shower floor. Peter has to look up now, and his jaw just has to drop a little. I mean, a seventeen – pardon, _eighteen_ – year old's girlfriend just stepped into a shower and is currently being soaked through – and he's about to join her.

In a happier situation, who knows what would've happened.

But it's not. Right now, they're Peter and Gwen; the two teenagers who have lost people they love the most and are so screwed up, their mental stability should be questioned. And he's numb.

She pulls him in by his hand and this time, he doesn't trip. Once again there are no words said as they stand inches away from each other, water washing down their faces in tiny droplets. There's a short moment where he leans in towards her instinctively, going for the obvious, and Peter actually thinks that she was about to do the same. Her eyes look up at his fleetingly, but before he ducks his head to crush his lips to hers, she turns her face away and adjusts the collar of her button down (that's becoming see-through – not that he's paying attention; he's _numb_) and grabs a bottle of shampoo that's probably been sitting there for years on end. Pushing her wet bangs aside, she pours a generous amount of it into her hand before biting her lip. Gwen smiles at him faintly, shyly encouraging up at him. Gulping down worries and hesitations – and pretty much self-resistance, Peter bends down so she can reach his hair and – _oh._

Peter understands now why cats purr when being scratched on their heads and behind their ears. A sound close to _enguff_ escapes through his lips quietly as her fingers revolve through his hair deeply, pulling and tugging as she goes. He can almost hear her heart beat faster and the smile break out across her lips. It just feels _so good_-

And he knows instantly that she's trying to make him feel better; trying to make him feel again. The confliction rises up in him, but Gwen's in front of him, now, and he needs to let go. He has to, if he wants to feel again.

After a few moments of scrubbing, she pulls at his hair until his head's directly under the stream of water. Peter watches the drain with mild curiosity, seeing the soap bubbles fall through it, as she rinses his hair out. When his head's clean of shampoo, Peter tilts his head up at shakes the water and floppy hair out of his eyes, similar to a shaggy dog. Gwen smiles and produces a sort of disgusted-yet-amused groan, shielding her eyes as the water flies off him. He almost smiles, but he just isn't feeling yet. When her smile fades, a suffocating moment of tension creeps up on them.

He's hurt, she's hurt because he ignored her when he needed her most, and they both clearly want to make it up to each other. He knows how he wants to make it up to her; he just wishes he could feel something again. Darkness has snuck up on his heart as he takes on the responsibility as the last Parker of the family. The feeling of being alone haunts him, even though the girl he loves stands in front of him, working as hard as she can to help him, to take care of him, to love him so deeply he might feel again. But he can't.

He is _so _screwed up, right now.

Gwen watches him with troubled eyes, noticing how expressions form on his face, then fall unexpectedly. Of course, Peter's never been an overly expressive boy. She hesitantly puts a hand on the small opening where the cut on his shoulder lies just beneath. Peter hisses, causing Gwen to look up at him. Her hair is just as matted to her head as his, and she constantly has to push it out of her eyes. He notices she's wearing jeans today.

"Peter, turn around," she whispers, eyes flickering down to his lips (_or chin, Parker – or chin_) and back. He keeps his eyes locked with hers for a few moments longer before doing as told. Instantly, her fingers are tugging the zipper of his suit down, and Peter jumps.

"I need to look at that cut and I can't get to it through the suit," Gwen says softly, her breath on his neck.

Slowly, Peter nods. She tugs the zipper down farther, all the way down to his waist where it ends. And then his suit is shed. Gwen pushes down the arms of it until it falls off and he's left topless. He knows she had tried to not touch his cut, but unfortunately she did. He gasps a little and squeezes his eyes shut as the agonizing pain rips through his body, the source being at his shoulder; Peter places his hands on the shower wall in front of him, supporting himself from falling over.

"I haven't even touched you yet," she whimpers.

It's a long, painful process of poking and prodding, but finally, Gwen decides that ice – or in this case, cold water – would be the best solution, at least until she could get her hands on stitching supplies.

"To numb it," she explains while turning the knob all the way to the other side. Soon, the water's pouring down on them like liquid arctic air, frigid to the point where they're too cold to even shiver. She cups her hands, fumbling, letting the water fill up, then pours it on his wound. He hisses and gasps, but eventually it becomes too numb where he can't feel anything.

Except for her.

Always her.

Their eyes lock and it's not like every other time. There are no invisible and silent explosions, no peaceful stillness, but a rapid movement that intensifies with each second. He thinks it's his vision blurring. Possibly. She's fuzzy around the edges, like how he sees things when he's angry, except he's far from angry, to tell the truth. The weird feeling in his gut is one he knows isn't anger, but he can't put his finger on what it is exactly. He feels as if he knows it, as if he's caught a glimpse of it sometime or maybe a few times, but that's it. The main thing is-

_he can feel again_.

Peter sucks in a deep breath as the feeling in his stomach builds up, and he can picture himself finally swooping in for that kiss that could start something that could bring him back to life, make him know his purpose in life backwards and forwards, but before he can even move, Gwen looks away.

"Better?" she murmurs, grazing his cut with her fingertips. Peter notices a drop of water clinging to the end of the fading cut on her chin, and he reaches up to brush it away. Gwen shudders and his tongue darts on to wet his lips.

"Uh...yeah."

"Good."

Gwen shuts the water off and opens the shower door, suddenly refusing to meet his gaze orlook at him.

"Um…I'm gonna go change, I – uh, brought some clothes."

He turns to find Gwen looking at her hand, the blush in her cheeks barely visible. Her wet clothes drip all over the floor and he can see she's shivering.

"Okay," he whispers.

"When I come back, I'll do something about that cut," she says with a pointed look at his arm. Peter nods weakly.

As soon as the door clicks shut behind her, he slumps to the floor, wet, loose hair falling into his face. He tugs at it and lets his head fall onto his knees, groaning.

He's feels the weight of adolescence relentlessly pushing on him. There's that stubborn edge to him that wants to go back to being numb, when it was easier, and completely shut out Gwen. At least for a day or two. He does need his space, but he _has _been getting his space for the past day and a half, now. And as much as he doesn't like to interact with people, he likes their presence. A quirk from growing up in New York – you get used to no privacy.

Then there's that ridiculous edge that focuses mainly on what he wants. It's actually quite simple, really: food, sleep, to feel better, to be hugged, to hold Aunt May's hand, a bowl of green bean soup, and a wrap for his arm. And a Christmas movie. They always made him feel better.

And lastly, there's the fact that most of his brain is centered on the fact that he is at a house of his own with the girl who's always been his everything – _alone_. Figuratively and literally. And, Jesus Christ- he's just a teenage guy, cut him some slack. What? Supernatural crime-fighting teenagers can't dream about their girlfriends, too?

One thing's for absolute certain, something he discovered about the same time they stepped into the shower together:

He wants her, bad.

Teenagers will be teenagers, especially when it comes down to first loves. But when Peter and Gwen are made for each other...And he has to say, he wants it. All guys do at some point or another. In a time as trivial and desperate as this added on to their pasts, though, maybe this is what they need. A way to break down everything that's holding them from each other and keeping them separated. Peter wants her his, wrapped safe in his arms and some other things, because everything else is gone. The least God can do is allow him this one thing.

It must be a while that Peter sits there because when Gwen comes to get him, she's newly dressed in jeans and an NYPD sweatshirt (that makes him swallow guiltily at) with her hair half dried and coming down in soft curls. He's pretty dry himself, his suit clinging to him uncomfortably in some areas, but he pays no attention to that; his focus is trained on his girlfriend, standing before him as..._her._

It's Gwen Stacy, natural.

She smiles softly at the sight of him sitting there, gazing up at her with a dumbfounded expression and mouth hanging open.

"You okay over there, eight eyes?"

He doesn't even react to the name. He's too busy gawking. Finally, Gwen starts getting flustered and blushes. Score one for adolescence. She comes towards him cautiously, hugging her stomach with her arms.

"Can I have a look at that arm again?" she asks loudly, looking down at him. Peter stares for a moment, taking calming, deep breaths, but doesn't move. Giving a half-hearted sigh, Gwen crouches down next to him, lightly putting her hand on his upper arm. He can smell her, the smooth flavor of her shampoo, and vanilla, from her home. Intoxicating, to say the least. Gwen examines his arm fleetingly one last time before crawling over to the cupboards to root around in them.

"There's got to be something…" she mutters, the sound of her voice oddly muffled. Peter presses his lips together tightly, eyes forcefully tearing away from her sweatshirt riding up her back.

"Got it," Gwen says, removing herself from the cupboards and bringing a First Aid kit with her. She opens it, eyes roaming for a needle and thread. But this First Aid kit isn't very advanced, and after a thorough search, she's been reduced to use a bandage and gauzes.

"Just hang in there for now," she frowns, looking over her work once she's finished. Peter's barley hanging on to himself by a thread. With such a close proximity and adolescence's ruling fist coming down on him, it's hard just to control his breathing. And he knows adolescence's fist is stretching over to Gwen. Half-way through her patching him up, she had looked up at him briefly, but he had been so intensely focusing on looking at her and drinking everything in, she must've been caught off guard and stopped rolling the bandage around his arm as soon as her wide eyes connected with his.

Like a firecracker, minus the light, chemistry and electricity sizzled in motion, unlike any spark of connection they've had before, and they've had plenty. But like the time before, Gwen had abruptly looked away when she appeared to have regained her self-control.

He wishes she would do it again.

Maybe this is what makes everything fall into place. Maybe it's not this place, but maybe it's her. All he needs is for her to look at him again…

"Gwen," he asks suddenly. "Why do you do it?"

"Do what?" she murmurs, tugging at the bandage a little. Peter shifts as the intensity in his stomach starts up again, slowly burning a flame inside of him.

"Fix me."

Her head snaps up. "Why not?"

"But you don't owe me anything," he replies, now truly curious with the conversation he started and didn't intend to go through with. "You practically save my life twice a week."

Gwen smirks and looks back down, but doesn't answer. Once in a while, she'll glance worriedly at his arm, then maybe a bruise, or a scar, but it's when her gaze lingers on the three slashes that have long since healed and scabbed-over that makes him realize why she does it. He remembers a conversation with her a while back; biology class, watching a video on cryonics. It was one of those few days that they got to sit by each other before the lizard incident, and he remembers very clearly her squeezing her eyes shut and cringing at every procedure.

"What's wrong?" he whispers after she had turned to him, a pained look on her face.

"Blood…dead – bodies. I like biology, but when it comes to this stuff I realize I like chemistry more."

Peter's eyes come back from glazing over with the memory, and the weirdest feeling comes to him: he's disappointed. He had thought that maybe she fixed him up because she cared about him and worried about him, not because she thought he's too young and too stupid and too inexperienced to do these things.

"You can't save me from everything, Gwen."

Silence. Gwen careens away from him, a look of pure shock as if she just got slapped, crossing her face.

"What do you mean?" she asks lowly, and Peter's reminded of that afternoon on his front porch, the two of them saying their hidden good-byes. Well, him saying his hidden good-bye.

"I can handle myself you know – I don't need you fixing me like fixing an assignment! You don't know what it's like out there; just because I come back from a basic mugging looking like I spent a year at war doesn't mean I'm doing things wrong. I'm still just a kid!"

He didn't mean to raise his voice. Gwen sits there, almost lifeless, before something inside her kicks and she swells up with rage.

"I'm just trying to help you, Peter! Have you ever just thought of that one obvious reason?"

He shakes his head. "I know you're trying to help, but I don't want you babying me."

"That's not what I'm doing at all!" she tells him loudly.

"Oh yeah?" he shouts back, anger bubbling up to the surface although he thought he had none. Gwen stands up angrily, crossing her arms tightly over her chest and huffing. He stands up too, a little more clumsily, of course, and moves to stand closely in front of her. "What are you doing, then? What's going through your mind every time you see me all fucked up?"

"Everything!"

"Like what?"

"Like if I'll get to see you or not the next day!"

_Boom-boom._

Is that his heart beating in his ears? He should probably tune that out, though, because Gwen's still talking. "Like if I'll get to see you laugh or walk through my front door again. If I'll get to hold you again. Those kinds of things. I don't think about me helping you because you're incapable – because you're not – I think about me helping you so I can see you the next day...so you don't have to leave your aunt behind-"

"You don't get to bring her up! Leave her out of this!"

"Peter, you're not understanding – I help you because I want to see you live to see the next day - not because I think you're not doing things right!" Gwen uncrossed her arms and closes her eyes, taking in a deep breath. Peter does the same, but his efforts are a bit more strained.

"Is that it?" he questions. "Or are you just too proud to admit you think I'm stupid and reckless and should quit doing what I do?"

For this question, Gwen Stacy has no answer. With guilty triumph, Peter runs a hand through his hair then glances around at the mirror pieces. He'll have to clean this up - sometime. He looks up at Gwen, and she's gaping at him regretfully. Peter nods.

"I thought so," he whispers, getting a sinking feeling in his heart and stomach. She's been rebelling against him this whole time; but why is it not coming as that big of a blow and a surprise? She still doesn't talk, so he takes her silence as an answer, giving her one last look before stalking out if the room, water dripping after him, the arms and torso if his suit flailing behind him.

He's almost to the door that leads to the back entryway when she comes bursting from the bathroom.

"Peter!" she says. "Peter!"

He stops in his tracks but doesn't turn around. She decides to stand behind him and talk.

"Peter, I - I think what you're doing is very, very honorable and brave and so...great, but...Peter, try seeing it from my view. I have always waited every day for my dad if he would come home or not. And during that time when I had you both, I underestimated what kinds of - of crimes you fought each night, so I thought worrying about you would be less stressful than worrying about my dad and I thought I could handle both...Peter, when my dad left and I found out I was so wrong about the things you did, I wanted to - to just run you over with my car so you would have to stay in the hospital and not go do the things that you do-" Gwen sucks in a deep breath. "I realized that the only thing that would make me feel better was if I got to help you get stronger, help you survive in any means possible, so you could last longer than my dad did. He didn't deserve to go so early, but you definitely don't deserve to go earlier than him."

Gwen sucks in a profound breath, then lets it out shakily. Peter can hear the sobs emerging from deep in her chest. "Peter," she begins again. "I can't just sit still. I…I love you too much to see you fighting by yourself. Peter, it kills me each night when I see a segment of you on the news facing off the police or taking on a gang single-handedly. I have an unhealthy…_obsession_ with you-" At these words, Peter turns around to face her, the sleeves of his suit slapping against his sides. "-that doesn't allow me any peace unless I'm either with you, or I know I've done everything I can to help you. It's not easy, when you love someone who risks their life each day."

She looks up at him finally, exposing the full force of her eyes on him. He should've known. She knows they're his weakness; the one thing that gets him each time.

"I'm just trying to see you the next day, Pete."

His eyes roll back into his head before sliding shut. Is believing everyone's a traitor a part of adolescence, or is that just him being him? They stand there silently, tension and emotions mounting, until with a deep groan, Peter surges forward.

"I'm _sorry_," he breathes against her mouth.

Peter forces her lips to move against his, only subconsciously noting that he's never been this demanding or rough with her before – or demanding and rough _at all_. For a moment, Gwen makes a sound of disgust in the back of her throat, and Peter actually thinks she's going to push him away.

But before he braces himself for it, her hands slap on to his shoulders and slide up and over them, swiftly crawling down his bare back, sending shivers down his spine. Peter, suddenly feeling invincible, takes Gwen's waist in his hands and brings it to his. The friction between the two is enough to drive his mind wild and to ignite his senses on fire. He feels her on him everywhere: the sudden brush on his upper arm, the slip of her hand. The ticklish sensation on his cheeks, the work of her eyelashes. The breathless feeing that burns his lungs, the product of her desperate, needy, wanting lips.

All he can think of, now, is how wonderful it would be if these sensations were heightened, probably by the removal of clothes. Well, he's already shirtless, a good start, but he's asking for _more more more. _Gwen gasps a little at the slickness of Peter's tongue as it slides between her lips and pries them apart. The feeling of invading washes over him (he's never been one to really invade in general at all), but it's a type of invading that encourages him to keep going. And by the sounds Gwen's making, he thinks she likes this invasion, too.

Peter pulls her closer as that feeling in his core returns, as if the feeling is a magnet and Gwen is the opposite, dragging them closer together; they're meant to be attached. Gwen and Peter are just meant to be. Suddenly, Gwen hits Peter's shoulder and he breaks away, looking at her with wide, darkened eyes, his lips raw from kissing so fiercely.

"I just...need to breath," she says between heaves. Peter closes his eyes briefly before pressing his forehead to hers and starting to kiss along her jaw.

"Oh, God," she says almost inaudibly, but Peter hears it. And he just about loses it. Giving a strained moan, Peter slides his hand down the side of her leg, reaching as far as he can go towards his goal: her knee. He stops just above and ducks a little bit to grab a hold of her one knee and hoist it up around his waist. Gwen stumbles back a little on her one leg, bringing Peter with her, and they slam into a wall. He stops kissing her neck immediately, worried he's hurt her, but she giggles loudly to blow it off and impatiently brings his chin up so her lips can meet his again. She hoists her other leg up around his waist by herself, and his suit slides down the tiniest bit. _Oh_-

"Peter...room," Gwen says breathlessly against his lips. Room? What room? This hallway's perfectly fine-

"Now."

In the room. Her and him. In a bed. In the room.

Fuck-

He holds her up with one hand, the other busy grappling around for a door handle. There had to be a bedroom down here; he swears he remembers one. Finally, his fingers graze one and he opens it quickly. Bed in the middle of the room.

She's licking and sucking and clawing at his lips with her mouth and her teeth, trying to cover every part of it, not wanting to miss a thing. Peter is pretty sure he was going to say something, but he can't remember it, thanks to this. Her teeth bump his before they close down on his bottom lip, making him jump, shiver, and fall onto the bed as he trips over the side. Gwen falls onto him, one hand braced next to his head, the other coming down his neck and inching further and further down his chest. The _feel_-

Her legs tighten around his waist and start a rocking motion with him, causing Peter to groan with the contact and the increase of fire in his stomach. Gwen looks down at him suddenly, breaking free of his kiss. Peter's head bobs up to follow her impulsively. Her eyes replicate his, dark with a cloud of passion and lust glazing over them. Her cheeks are flushed red, but she couldn't seem healthier. She emanated a healthy glow and she looked so happy although her face was all serious.

Peter looks back up at her, heart pounding, chest heaving, colliding with hers every once in a while. Abruptly, the look in Gwen's eye changes; she gets scared.

"Gwen, we don't-"

She silences him by pressing a quick kiss to the lips.

"It's not that, it's just...I feel like you're going to disappear…like you're only sticking around until the morning." She mumbles into his chest and refuses to look up at him until he forces her to by tilting her chin up.

"I'm going nowhere, because the girl I loves is here with me," he whispers. It's the first time he's said he loves her, and he thinks maybe it should've been for a more gentler time, but this is them and this is how they go. Smiling softly, Gwen presses her lips to Peter's again. He presses into her forcefully, pulling and pushing until they flip over. Gwen's hands glide up his back in a soothing way, nails dragging lightly across his skin. In this moment, it's only them.

"I've got you," he murmurs suddenly, uttering the words said a thousand times between them, but it will never be enough.

"I know you do," she whispers back. "You're _my _Peter."

There's no more space to be seen between the two bodies as they hold each other close, only reluctantly ever letting the other up for air. There's nail clawing and forceful grabbing and noises articulated that are far from decent, but it's Gwen that Peter's holding, proving that she's alive and here and _his _and it's them together.

The rain comes down thicker than ever. Gwen's cell phone rings somewhere in her bag somewhere far away from them in the house. The freak storm cuts out the power, and another World War rages on - at least that's what it feels like to them. Anything could've happened, but they wouldn't have noticed it outside of their little, unbreakable world.

**For you. Enjoy-**

**my love addiction**

**p.s. Sorry. I had taken this chapter out before because I needed to do a little tweaking. There were some parts that didn't flow before, but I think I've fixed them now. Next update will take a little longer, and I must warn you that you will have to follow along a lot when it comes because there's a lot of new stuff that I have to put in. I'm working on it right now, so I'm just giving you a fair cautioning.**


	16. Chapter 16

**I'm really sorry I've been neglecting this story. I've just gotten so caught up in other things and school work, and pretty much everyone else can say the same. But thanks for those who will read this because you are the ones who have stuck with me. Thank you.**

**(please just keep in mind to continue reading this chapter, and don't think you've missed something because you haven't. you'll get it later on as you read.)**

**Third person POV. AU. Post-movie.**

**Disclaimer: I do not own anything related to The Amazing Spider-Man besides the DVD, a poster, and some holes in my wall produced by my fist because of the anger in me as I watch Andrew Garfield and Emma Stone fall in love. Oh well – life sucks, and then you die.**

Everything's in slow-motion as the shots continue to fire, the darts hitting anything that moves. Their booms echo around the large room and the sounds mixing with the shattering of glass, the thuds of metal on metal and the explosions of chemicals combining nearly deafen him. Everything's in slow-motion as people – man, woman, boss, employee – run from the herd of officers dressed in black with guns pointed at them. A few brave souls push against the throng of black officers and make it out into the hallway, just in time to be shot down when they thought their luck pulled through.

Peter watches in horror as people he recognizes collapse around him, their eyes going glassy as their legs crumple beneath them.

Everything's in slow-motion as Peter ducks when a projectile is shot at him, and lithely bends over backwards to gain access to underneath a desk. His fingers, which had been holding her hand almost five minutes ago, fumble over where his shirt ends and his pants begin. Numb hands, numb fingers, he's eventually stripped of his street clothes and left in his spandex. He's just happy she told him to wear it, in case of emergencies.

Emergencies he wishes had never happened.

Probably because he's certain the destruction around him is making him deaf, there's a sudden silence that presses down on his ears and makes it hard to breath as he pulls his mask on over his face, the smooth material cooling his flushed cheeks. The noiseless atmosphere alarms him, and he pushes himself out from underneath the desk, crouched and ready to spring at the nearest hunter.

They're still there, shooting down more and more people with each second, but Peter _can't move._ There's a sense of uneasiness and unfinished business as he stealthily moves to the back of the room, still low to the ground but ready to defend at any moment. He needs a plan, he needs a partner-

He needs to know where _she _is.

His gloved hands clench around smoky, contaminated air that reeks of rubble and harsh chemicals, as if reflexively reaching out for her. She had been with him almost five minutes ago. So where is she?

It's better that she's gone, though; he would've yelled at her to get out of there if she were still with him, which would only make her angry and make things very bad for them later. If there was a later. So maybe it _is _better that she's gone. Something tells him she's not up for being tossed out the window again by him.

While he sits there, thinking about her, thinking about later (which is so not him – he's New York's god-damn superhero in the middle of a battle, he'd usually be taking down these officers by the second), a flash of red streaks by him, then an odd blue light illuminates the room. Pure energy powering up makes a whining sound, then explosion after explosion follows quickly after. The blasts shake the floor and vibrate the walls, creating a sort of dull hum in his unresponsive ears. The oddly muted fight wears on, and more people are shot down, but the numbers are much less than before.

The officers are retreating.

A sharp ring – almost like a damaged bell – brings his hearing back quickly, and people are shouting everywhere, searching frantically for friends, maybe loved ones, calling out names while helping up the injured, but one voice stands out from the rest. It calls his name.

"Hey, Spider-Man! The party's not going to wait for you!"

Stark, in his red and gold suit, gleaming from head to toe despite the air thick with dust, stands on the opposite side of the room, hands directed at the floor near the fifty-plus band of 'special agents' blocking the exit to OSCORP's main hallway on the 72nd level. Peter's head snaps up to look at him, grimacing as his peripheral vision picks up the bodies dropping around him. Why can't he _move_?

"Come on, kid, let's go!" Stark shouts as the bullets start raining down on his uniform and forming small divots in the crisp metal. Peter stands up quickly and shoots a biocable at the wall next to the withdrawing officers, flinging himself over to the wavering crowd. Natural instincts kick in as he contorts his body around bullets shot at him; his hands work on their own accord as he seizes guns, breaks them in half, and maybe breaks a few arms in half in the process.

He easily throws off a few officers that tried to pin him down and restrain him, then throws them against the wall and webs them to it; concussed because of the impact, they hang there limply. Peter uses the quick moment of rest to see that Stark's in the midst of the fight, too, picking up officers and throwing them over his shoulders. One of them calls for backup into a walkie-talkie, and Peter's just a little late when he uses a biocable to rip it out of the officer's hands.

"We've got more coming!" he calls out to Stark as he ducks an officer's swing at him, consequently ending with the officer on the floor as Peter tripped him forcefully.

"Wow, that's great, can't wait for more people to trash the place," Stark mutters darkly from somewhere behind him. For good measure, Peter shoots a web at the hands of the officer beneath him, keeping them pinned to the ground.

"Stay," Peter snarls, then stands up, looking for his next target. His eyes immediately land on an officer furtively moving after a woman as she struggles through the debris and upturned desks. Peter jumps over an officer's lunge and pushes off of him to dive for the woman's pursuer. He tackles him to the ground and almost webs him there but the officer's fist comes up and catches him square in the jaw. Something cracks.

His adversary proves to be a worthy opponent because in a moment of hesitation, the officer pushes up and reverses the positions, pinning Peter down against a slab of concrete that looks as though it came from the ceiling. Peter grits his teeth and struggles against him, but the officer's fist comes down again, this time landing on his cheek. Seeing red, he brings his knee up to the officer's crotch and the man above Peter goes limp and slumps to the floor when Peter pushes the man off of him.

"Done playing, spandex?" Stark yells at him over the sound of his suit powering up to shoot tiny darts at the officers surrounding him. Peter gets up and flashes him a glare before flicking biocables around the room and swinging to the nearest group of officers. He notices, when he reaches them, that this group is different than the others; their weapons more complex, their uniforms more padded. And that's when Peter notices the Captain.

Officer Arnold Swenson, personal assistant to the late George Stacy, and now chief of police, head of the NYPD, Captain of security. As if Captain Swenson could see through Peter's mask, they make eye contact and Captain Swenson grins.

"Bingo," Peter sees him mouth as Swenson gestures his men towards Spider-Man. Peter's theory about these officers is true; they're very different from the many officers he fought just moments ago, and not just in choice of clothing, but also in skill in fighting. Peter's never moved as fast as he is now, dodging and lunging and jumping over the officer's offensive moves and too busy with them to make his own.

But he needs to get to Swenson.

Peter's still moving as if he's in a dream – slow but vigorously – because his mind can't wrap around anything right now. He's exhausted, he's hurting, he's physically and emotionally drained, and he doesn't know if his two most important people are alive at all. So things are a little slow and blurry as his mind tries to catch up with his body that refuses to slow down.

Which probably left him standing in front of an alarmed Captain Swenson, the bodies of his guard lying around them, all twenty of the men unconscious, for a good thirty seconds before he could finally comprehend where he was. Just enough time for Swenson to grit his teeth and power up the Taser, and drive it into Peter's chest.

It's not the first time he's been electrocuted. It's not the second, either. But the feeling is one he'll never get used to and never, _ever_ learn to like. Peter's body seizes up, flails around. Black is creeping up on his vision, threatening to leave Stark alone and everyone knows he's not _invincible._ Swenson's face, gleaming with sweat, grins down at him as if to say _Gotcha! _Peter wants to close his eyes and block out the image; maybe if he relaxes just enough, he'll be back at his parent's lake house, back under the silky sheets, back with her hand sliding up and down the skin of his lower back-

This afternoon comes racing back to him.

Their clothes were discarded, their breathing became ragged, their heart rates increased, and their love blinded them of everything but the other. _Heaven is a place on earth with you._ Kisses exchanged softly, heatedly, passionately. Hands caressing and leaving trails of love. Skin meeting to spark the electricity in the air and igniting into flame with the chemistry they emit…All of it fades into a sweet nothingness.

The rumbling of the thunder wakes him up. His eyes shoot open and he stares blankly at the ceiling, taking in his surroundings slowly. This isn't home. The sheets that slip around his legs are silk, not his regular striped cotton ones. And he's naked. He _never _sleeps naked.

Peter turns his head to the side and spots his suit hanging limply on top of a lamp, clearly showing off the image of being casted off quite carelessly. He frowns, a throbbing in his shoulder starting up with the tiniest move from his arm. His fingers twitch and clutch at the sheets as he takes in a much-needed breath.

Confused. He's so confused.

There's another profound intake of breath, but it's not his. Whipping his neck around, he looks at the other side of the bed, widens his eyes, then bites down on the nearest pillow.

Gwen. It's Gwen. Oh, god – it's Gwen Stacy, his _girlfriend_.

She lies on her stomach, her serene face angled at him, her gold hair spilling down the fair skin of her back. One look tells him she's in the same predicament as he is (the…_clothingless _predicament), but she seems to be happier than he is with the situation. A small smile curls up the corners of her lips, even though she's asleep, and she seems to be radiating contentment.

The more he stares at her, the easier the details fall into place.

The kisses, the grabs, the strangled sighs, the garbled whispering of names, the straddling, the heat, the thrusts and the friction, the skin-on-skin, the slickness, her around him, the coiling pressure mounting, the release and the blissful stupor that followed. All of it.

It's too much but it's too little and now she's _everywhere_, not just beside him, sleeping and killing him with that smile as she dreams of earlier. His hand comes up to brush the hair out of her face, a reflexive reaction he might have done anywhere else. Her smile fades and a crease forms between her eyebrows as soon as his fingers cup the smooth skin of her cheek; Peter freezes, watching for her to wake up, but she only relaxes with a big sigh and leans in to his touch.

Peter marvels over her, over the beauty and the tranquility she holds and somehow manages to spread to him whenever she's near him. She's the one that keeps him who he is. Keeps him…sane. If he's said it once, he's said it a million times; without her, who knows what he'd be. She's what keeps him going…she's his everything, and without her, he'd be nothing.

He _needs _her.

Forever.

Reaching out, he takes her in his arms, dragging her across the sheets towards him because he can't stand being even an inch apart from her. He doesn't know when he falls asleep again, but he's woken up again, this time by the sounds of people conversing.

"Slow down, Stark, I don't under- What do you mean it worked?"

Peter doesn't open his eyes yet, drinking in the warmth as much as possible because he knows that eventually they'll have to get up. Eventually they'll have to leave this haven they've created. Eventually they'll have to face life and just grin and bear it. Because Stark needs them. And his aunt has left him.

"But how did you get it to work if we didn't have everything?"

He knows he has to get up soon, but is it so wrong to just want to seize Gwen and drag her back into the bed so they could just melt away?

"Wait…no. No, you didn't, Tony. Please tell me you didn't. Oh no- You did, di-"

Work. He really _does _have to babysit Stark, doesn't he? Where is that of assistant of his? Is it Paprika, or something? Patty?

"Peter was right?"

His eyes fly open at the sound of his name. He's staring at the pillow, mind sluggishly following him to comprehend what's going on, to what Gwen's talking about and sounding so _worried o_ver. She shouldn't sound worried. If he's somehow feeling okay with the clear knowledge of what happened to his aunt presently floating around his mind, she should be perfect. He sits up slowly, spotting Gwen at the end of the bed, knees tucked up to her chest and some of the sheets in a nest around her.

Suddenly, she tenses.

"Are you kidding me? Are you _fucking_ kidding me?" she gasps into her phone, one stiff hand reaching up to tangle in her hair. Peter leans back a bit, eyes widening. She's _really _upset.

"Stark, are they there?" A pause and Peter guesses Stark's hesitating. "Are. They. _There_?" Gwen repeats. Peter sits silently as she waits for his answer. "You know damn well who I'm talking about. You can't get away with this one. Swenson, I know him. Don't ask me how, but he just _knows_ what you did. I bet you anything he's already making a plan…A plan of attack, you idiot! You of all people should know!"

He can't stand seeing her like this. Peter scoots down to the end of the bed, only stopping behind her when the sheets hold his waist tight. He leans forward to rest his head on her shoulder and grazes his lips on the back of her neck before doing so. Gwen jumps a little, then shivers, goose bumps erupting where his lips had just been.

"You don't know what you just got yourself into," she whispers into the receiver, and Peter looks up from the phone and at her. Gwen's eyes are closed, and the mildest of scared expressions twists her face. She bites her lip, then slowly opens her eyes to crane her neck and look at Peter.

"We'll be there – soon."

Gwen hangs up and sets the phone down before twisting around to sit in Peter's lap. Peter reminds himself that he can't think about how much skin is touching his and _what_ skin is touching him.

"I'm sorry I woke you up," she says softly. Peter strokes her hair.

"No, don't be…Is everything alright?"

Gwen sighs into his chest, finger lightly tracing the bicep of his right arm. "Stark…he's done something bad."

"When _doesn't _he do something bad?"

She smiles, but it fades quickly, and the paradise feeling Peter had desperately hung onto slowly ebbs away.

"No, this time's different. He's done something…really bad. And now…now the police know."

"But this is Stark we're talking about; the government doesn't really control him, do they?"

"Yeah, but, Peter…" Gwen inhales deeply, as if summoning up the courage to speak. "Do you remember when that alien invasion destroyed lower Manhattan a little over a year ago, and they had the Avengers initiative come in to stop it?" He nods. "Do you remember _how _the aliens got there?"

"No, but I don't think they really let anyone kno-"

"Stark told me, when he recruited me for the STD. Because he had to explain to me why he wanted my help. Gamma radiation brought in those aliens, and gamma radiation is how they got them out. But when it was over, everyone agreed it had to be protected since it couldn't be destroyed. So it was named illegal and was hidden, but part of it was left…on the top of Stark Tower."

Gamma radiation. Gamma radiation. Of course. Dangerous. Destructive. Could wipe out an entire population if something went wrong. Just look what happened to Bruce Banner. Dangerous. _Dangerous. _Not in _his _city.

"And?"

"And…"

Gwen extracts herself from his arms and gathers the sheets around her as she stands up. She hesitates while looking down at him, inner conflict showing on the outside when she bites her lip nervously balls her hands into fists. Closing her eyes, Gwen speaks:

"Stark used gamma radiation to get the STD to work. And the police know."

It was a whirlwind after that. They hurried to get dressed, and Peter called the nearest taxi station for a cab as Gwen tried talking with Stark again. He wasn't much help, though; he refused to answer many questions, his voice sounding distant and preoccupied. After several clangs and shouts from the background, Stark hung up with a quick "Get here soon."

Gwen looks up at him in horror as they wait in the kitchen, across the counter island from each other. "They're packing up. He thinks they can leave."

Peter grimaces, looking out the window. Stark's in deep, and he just dragged the both of them down with him. The police would look up every name that works for Stark and find out every project he has them working on. Unless Stark somehow kept their names classified, they're going to be in a lot of deep shit.

When the cab arrives, Gwen throws the driver a crumpled up hundred to drive as fast as possible to New York. Giving her an incredulous look, the cabbie nods his head in acknowledgement.

"Whatever you say, miss."

Peter doesn't want to leave. He locks the door, turns off the lights, mentally promising himself to come back and try and do damage clean-up. But he still doesn't want to leave. Looking back at the house, sitting in the dark shadows of the trees with the rain relentlessly pounding on its roof, Peter feels a sense of longing. He wants back in. He wants Gwen again. He wants his aunt.

And he doesn't want to go defy the law and help Stark with something terrifying.

It was getting close to 10 by the time the cabbie pulled up to the old OSCORP building. Peter, with the extra clothes he found in a dresser on and his spandex underneath them, helps Gwen, in her NYPD sweatshirt and jeans with her backpack slung over her shoulder, out of the car. Everything's peaceful. There are no sirens, no flashing red and blue lights. No suspicious looking men hovering near the doors. Completely normal.

It scares Peter more than anything.

They hurry into the building, his hand on the small of her back protectively. When they reached the 72nd floor, there was chaos. The lobby had been oddly deserted, but Peter knew the reason why; it looks as if Stark called in everyone to help, but with what exactly was the question. The lab looked far from being packed up, instead being close to what the lab might be after a tornado ripped through it.

Scientists, assistants, everyone is running around, ripping up papers, destroying objects as they go, flipping over desks and pouring chemicals into metal boxes. Peter quickly spots Stark in the serum alcove, yelling instructions at people while holding a phone in between his shoulder and ear and listening intently to whoever's on the other end. Stark looks up briefly from writing something down to see Peter and Gwen hovering near the entrance; he beckons them over instantly.

"Who are you talking to?" Gwen demands as soon as they come within speaking distance. "Give them to me, I'll write it down."

It surprises Peter a little when Stark doesn't argue and hands the phone over to her, mouthing "It's Banner." He steps aside so Gwen can write down the instructions, then rounds on Peter.

"Stacy was right, the police know. I got JARVIS to crack into their system and it looks like they're going to be here any minute."

"But where's the gamma-"

"I'm close to getting rid of it, I just need the right instructions…"

"How close?"

"…Close- you know what? I got it. You just think of some way to delay them. Create a diversion. I don't care. It's just going to take a few minutes, as soon as Stacy gets all of Banner's instructions."

"Are you really expecting Gwen to carry that much on her shoulders?" Peter seethes. Stark remains unwavering and thoroughly preoccupied, wiping at his forehead constantly with twitchy movements.

"She's a big girl, Peter. She can take care of herself…Don't focus on that, though. I need – I need your…help. You're the only one I can really count on right on to keep these people safe and to keep them from getting into trouble." Peter opens his mouth, but Stark cuts him off. "I'm going to call for an emergency evacuation as soon as they get here, but there are some staying back and they'll need your help. I'll help as soon as I can, but I've got other stuff to do. Do you understand?"

There's something fatherly about the way Stark talks to him, asking for his help and depending on him. Peter looks into his dark eyes and realizes that Stark's actually reaching out to him in a time of need. Peter nods weakly.

"Yeah," he croaks, dropping Stark's gaze.

Stark puts a firm hand on his shoulder, but it's so brief, Peter hardly believes it even happened. He wanders off, but Peter stays put, leaning against the wall and watching Gwen as she writes furiously, only pausing here and there to ask questions before picking up where she left off. It's truly amazing how things went from extreme grief to an unbelievable happiness, then to an intensifying pressure.

Surely he has _some _breaking point that can be respected.

When Gwen finished, Stark appeared from nowhere and snatched the notebook out of her hands, eyes flying back and forth as he read frantically. Gwen wrung her fingers until they turned white, but didn't stop until Stark forced a small smile at her.

"You did good, Stacy. I've got it from here."

And with those as his parting words, Stark turned for the activation pad and issued an emergency evacuation for the building. Several people dropped what they were doing and headed for the elevators.

"Where are they going?" Gwen murmured.

"To the basement. There's a back door that leads to a subway station. They can blend in there," Stark says shortly, watching as the more and more people exited, yet still leaving around 100 people crammed into the laboratory.

"Stark, there's no way these people are getting out," Peter whispers to him. Stark just nods and gives him a pointed look.

"That's where you come in. You keep them safe until the transport comes."

"Transport?" Gwen asks.

"I've got a small freight plane coming in. These guys'll head to the roof when the plane comes."

"But where will they go?"

"S.H.I.E.L.D.."

No more questions are asked. Not until the officers started pouring in.

Gwen clings to him, her breathing oddly forced.

"Peter," she whispers. "This is the NYPD; who _knows_ what they're bringing in, especially when you're dealing with something as big as this?"

"I'll be okay," he promises, looking down into her eyes that shine up at him painfully.

"I know," she answers.

But she's ripped from him in the midst of the fighting crowds as people struggled for the back exit to the roof. The officers dispensed in by the dozens, firing randomly into the crowds and taking down whatever was in their way. Peter called out her name, but was only answered with the cries of many as they were shot down and fled.

He can still remember her hands in his-

The blackness swallows him, then vanishes quickly, receding to the corners of his eyes and leaving him breathless. Everything's dark. And quiet. Peter sucks in air through his mask with difficulty. He tests his limbs with care as he prepares to get up and observe his surroundings. Suddenly, there's a crunch and the sound of footsteps approaching him. Peter tenses; should he play dead?

"Parker, get up. Come on, we need to get out of here."

_Stark._

Peter springs up, head whipping around as he takes in the scene of destruction before him. What captures his attention the most, however, is the small crater in the ground near the entrance. Smoke and dust sit around it as if the crater was just recently made.

"What happened?"

"I dropped the officers. They fell through a floor…or two. I wasn't really looking. And then I saved your ass when the Captain was about to take you out. Threw him down the hole, too."

"…Thank you."

"Yeah, well…the same could be said to you. You bought me enough time to get the gamma out of here _and _the STD. You're a freak who knows what to do." Peter's just glad his mask's on so Stark couldn't see his blush.

"Where is everyone?" Peter asks gruffly, clearing his throat.

"Evacuated. They either made it to the subway or are on the plane."

"But I saw some people…they dropped-"

"You know, it's a little difficult to fight someone with weapons that _they _created." Stark holds up a dart, an exact replica of the one Peter was shot with so long ago.

"Is that-?"

"Yeah. Everyone's been cleaned up, too."

There's a short silence that stretches between the two of them as they stand in the rubble.

"And-" Peter swallows forcefully. "-and Gwen?"

Stark looks at him. "I thought you saw me. I took her from you to get her out of here. I knew she wouldn't leave you any other way." Peter releases a breath and sighs inaudibly. She's okay. _She's okay_. "She really likes you, you know," Stark says bluntly, crossing his arms as easy as possible to do in his Iron Man suit. Peter nods with a ghost of a grin on his lips.

"Yeah, I know."

"Ah, so I was right. Lab partners _can _be bed partners."

Peter rolls his eyes, then takes off his mask. The slight feeling of suffocation disappears, and Peter and Stark exchange an easy smirk. Another silence presses on them, but it's a resigned one. The battle may be over, but the war isn't.

"So," Peter asks lowly. "What's next?"

**Here you go. Sorry for the delay. I hope there are people still reading this…**

**Enjoy-**

**my love addiction**

**p.s. check out my M story of Peter and Gwen. I would like opinions on if I should do another or not. The plot would be different, of course.**


End file.
